Filing Details
- Accession Number:
- 0001104659-25-032619
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-06 20:00:00
- Filed By:
- Plus Channel Limited
- Company:
- Zhihu Inc. (NYSE:ZH)
- Filing Date:
- 2025-04-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Plus Channel Limited | 15,034,280 | 0 | 15,034,280 | 0 | 15,034,280 | 6.0% |
| Kastle Limited | 15,034,280 | 0 | 15,034,280 | 0 | 15,034,280 | 6.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Zhihu Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.000125 per share (Title of Class of Securities) |
98955N207 (CUSIP Number) |
Tsang Suk Han 1/F, 208 Central Des Voeux, No. 308 Des Voeux Road Central Hong Kong, K3, 00000 85227602518 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98955N207 |
| 1 |
Name of reporting person
Plus Channel Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,034,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Shareholding includes (i) 14,166,780 Class A ordinary shares in the form of 4,722,260 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 249,124,676 issued and outstanding Class A ordinary shares of the issuer as of February 28, 2025.
SCHEDULE 13D
|
| CUSIP No. | 98955N207 |
| 1 |
Name of reporting person
Kastle Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,034,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Shareholding includes (i) 14,166,780 Class A ordinary shares in the form of 4,722,260 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 249,124,676 issued and outstanding Class A ordinary shares of the issuer as of February 28, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.000125 per share | |
| (b) | Name of Issuer:
Zhihu Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
18 Xueqing Road, Haidian District, Beijing,
CHINA
, 100083. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 20, 2025 (the "Statement" or the "Original Schedule 13D") filed by Plus Channel Limited and Kastle Limited (each a "Reporting Person" and collectively the "Reporting Persons") with respect to Class A ordinary shares of Zhihu Inc. (the "Issuer"). Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 1 have the meanings ascribed to them in the Statement. | ||
| Item 2. | Identity and Background | |
| (d) | No | |
| (e) | No | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by the following:
Since the filing of the Original Schedule 13D, the Reporting Persons continued to conduct share repurchases on the New York Stock Exchange and the Stock Exchange of Hong Kong Limited. The funds were provided by the Issuer from its working capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:
The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Reporting Persons hold the Class A ordinary shares they beneficially owned on trust under the Issuer's share incentive plan adopted in 2022. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and supplemented by the following:
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment No. 1 are hereby incorporated by reference in this Item 5.
The Reporting Persons in aggregate own 15,034,280 Class A ordinary shares of the Issuer, including (i) 14,166,780 Class A ordinary shares in the form of 4,722,260 ADSs and (ii) 867,500 Class A ordinary shares held by Plus Channel Limited. Plus Channel Limited is wholly-owned by Kastle Limited. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the Reporting Persons by a total of 249,124,676 issued and outstanding Class A ordinary shares of the Issuer as of February 28, 2025. | |
| (b) | 15,034,280; see the response to Item 5(a). | |
| (c) | Plus Channel Limited had been repurchasing the issuer's shares during the past 60 days, with a repurchase of 246,000 Class A ordinary shares in the form of 82,000 ADSs on April 3, 2025 that made the shareholding of the Reporting Persons to increase to 6.0%, constituting a material change. | |
| (d) | Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 3, 4 and 5 is hereby incorporated by reference in its entirety.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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