Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
| Scienjoy Holding Corporation |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| G7864D112 |
| (CUSIP Number) |
|
Lavacano Holdings Limited Xiaowu He 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China 100029 +0086 018610932235 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 07, 2020 |
| (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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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. | G7864D112 |
| 1 |
NAMES OF REPORTING PERSONS Lavacano Holdings Limited |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (See Instructions) OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Seychelles |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 15,570,600 |
| 8 | SHARED VOTING POWER | |
| 9 |
SOLE DISPOSITIVE POWER 15,570,600 | |
| 10 | SHARED DISPOSITIVE POWER |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,570,600 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.97% (1) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO |
| (1) | Calculation is based on the number in Row 11 above divided by 23,250,583 Ordinary Shares outstanding, as reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2020. |
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| Item 1. | Security and Issuer |
The title and class of equity securities to which this Statement on Schedule 13D (the “Schedule 13D”) relates are the ordinary shares, with no par value (the “Ordinary Shares”) of Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Issuer”) whose principal executive office is located at 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China 100029.
| Item 2. | Identity and Background |
The Schedule 13D is being filed by Lavacano Holdings Limited (“Lavacano”), a company organized under the laws of the Republic of Seychelles.
Lavacano is a holding company with its principal office located at 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China 100029.
The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Lavacano are set forth on Schedule A hereto and are incorporated herein by reference.
During the last five years, neither Lavacano nor any of the persons listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Lavacano nor any of the persons listed on Schedule A has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Considerations |
Pursuant to the Share Exchange Agreement dated October 28, 2019, by and among Lavacano, WBY Entertainment Holdings Ltd. (“WBY”), the Issuer (then known as Wealthbridge Acquisition Limited) and Scienjoy Inc. (“Scienjoy”, at that time 100% of the issued and outstanding equity interests of which were owned by Lavacano and WBY), Lavacano and WBY acquired certain number of Ordinary Shares of the Issuer in exchange for the Issuer acquiring 100% of the issued and outstanding shares of Scienjoy Inc. from WBY and Lavacano. Therefore, the shares of Scienjoy Inc. held by Lavacano were the consideration for the 15,570,600 Ordinary Shares of the Issuer acquired by Lavacano.
| Item 4. | Purpose of Transaction |
The purpose of the transaction was to list Scienjoy’s mobile entertainment live streaming business on the U.S. capital market to capitalize the emerging opportunities through a business combination between the Issuer and Scienjoy. As part of the business combination, Lavacano acquired the Ordinary Shares of the Issuer pursuant to the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, Lavacano may be entitled to receive additional earnout shares as follows:
(1) if Scienjoy’s net income before tax for the year ended December 31, 2020 is greater than or equal to either US$28,300,000 or RMB 190,000,000, Lavacano will be entitled to receive 2,400,000 ordinary shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below); and
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(2) if Scienjoy’s net income before tax for the year ended December 31, 2021 is greater than or equal to either US$35,000,000 or RMB 235,000,000, Lavacano will be entitled to receive 2,400,000 Ordinary Shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below).
Notwithstanding the net income before tax achieved by the Issuer for any period, Lavacano will receive (i) 2,400,000 Ordinary Shares if the share price of the Issuer is higher than $20.00 for any sixty days in any period of ninety consecutive trading days between May 8, 2021 and May 7, 2022, and (ii) 2,400,000 Ordinary Shares if the share price of the Issuer is higher than $25.00 for any sixty days in any period of ninety consecutive trading between May 8, 2022 and May 7, 2023.
Pursuant to the Escrow Agreement among Loeb & Loeb LLP, the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, the Issuer has deposited 1,640,000 Ordinary Shares to secure the indemnification obligations of Lavacano and WBY as contemplated by the Share Exchange Agreement. In the event any portion of the escrow shares remains in escrow with Loeb & Loeb LLP, as the escrow agent, on May 7, 2021, the remaining escrow shares will be released to Lavacano and WBY according to applicable percentage as set forth in the Escrow Agreement within 5 business days.
Pursuant to the Registration Rights Agreement among the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, Lavacano will be entitled to (i) make a written demand for registration under the Securities Act of 1933 of all or part of the closing payment shares (up to a maximum of two demands in total), and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the transaction contemplated under the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, if the Issuer becomes a Foreign Private Issuer following the consummation of the transaction contemplated thereby, the Issuer plans to use its reasonable best efforts to adopt a dual-class share structure, which includes reclassification of existing Ordinary Shares into class A ordinary shares with one vote per share and authorization and issuance of class B ordinary shares with ten votes per share. Together with the adoption of the dual-class share structure, part of the Ordinary Shares held by Lavacano will be converted into class B ordinary shares. While the adoption of a dual-class structure requires Issuer’s shareholders approval, since Lavacano holds more than fifty percent of the voting rights and it is likely that the proposal to adopt a dual-class structure will be approved. Adoption of the dual-class structure and the conversion of certain ordinary shares held by Lavacano into class B ordinary shares will result in further concentration of ownership held by Lavacano.
Other than as described in this Item 4, Lavacano does not have any current plans or proposals that relates to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; however, Lavacano may change its purpose or formulate different plans or proposals with respect thereto at any time.
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| Item 5. | Interest in Securities of the Issuer |
The responses of Lavacano to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The percentage of ownership indicated in this Schedule 13D is calculated based on 23,250,583 Ordinary Shares outstanding, as reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2020 (the “Record Date”).
| (a) | As of the Record Date, Lavacano beneficially owns 15,570,600 Ordinary Shares, representing 66.97% of the issued and outstanding shares of the Issuer. |
| (b) | Lavacano has sole power to vote 15,570,600 Ordinary Shares of the Issuer and sole power to dispose of the 15,570,600 Ordinary Shares of the Issuer, subject to certain restrictions in the Voting Agreement and Resale Lock-up Agreement described further below. |
Pursuant to the Voting Agreement among the Issuer (then known as Wealthbridge Acquisition Limited), Oriental Holdings Limited (“Oriental”), Lavacano, WBY and Yongsheng Liu dated May 7, 2020, (i) as promptly as practicable following the determination that the Issuer qualifies as a Foreign Private Issuer, Lavacano has agreed to vote to reclassify the Ordinary Shares into class A and class B ordinary shares and convert a certain amount of class A ordinary shares to class B ordinary shares, as described in the Share Exchange Agreement; and (ii) Lavacano and WBY will have the right to designate five (5) persons that the parties to the Voting Agreement must vote in favor of in connection with an election of directors and Oriental will have the right to designate two (2) directors that the parties to the Voting Agreement must vote in favor of in connection with an election of directors.
Pursuant to the Resale Lock-up Agreement between the Issuer (then known as Wealthbridge Acquisition Limited) and Lavacano dated May 7, 2020, Lavacano will not, within 365 calendar days from May 7, 2020, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Ordinary Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. However, Lavacano will be allowed to transfer any of the lock-up shares (other than the escrow shares while they are held in the escrow account) under the situations specified in the Resale Lock-up Agreement.
| (c) | Except as disclosed otherwise in the Schedule 13D, Lavacano has not effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth in Item 3,4 and 5 is hereby incorporated by reference in this Item 6.
Except as described above or elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the Ordinary Shares of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
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| Item 7. | Material to Be Filed as Exhibits |
5
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.
Date: May 18, 2020
| Lavacano Holdings Limited | ||
| By: | /s/ Xiaowu He | |
| Name: | Xiaowu He | |
| Title: | Director | |
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Schedule A
Directors and Executive Officers of Lavacano
The names of the directors and the executive officers of Lavacano are set forth below. The business address of each of the directors and executive officers is c/o Lavacano Holdings Limited, 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China 100029.
| Name | Position with Lavacano | Citizenship | ||
| Xiaowu He | Director | Canada | ||
| Yuzheng Zhang | Director | P. R. China | ||
| Pei Lu | Director | P. R. China |
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