UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
| Scienjoy Holding Corporation |
| (Name of Issuer) |
Class A ordinary share |
| (Title of Class of Securities) |
| G7864D112 |
| (CUSIP Number) |
|
Wolter Global Investment Limited Guo Junpeng 306-07, No.8 Xingliang Road, Daliang Town, Wuqing District, Tianjin, China +86 1834 7355 000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 7, 2023 |
| (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).
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SCHEDULE 13D
CUSIP No. |
G7864D112 |
| 1 | NAMES OF REPORTING PERSONS
|
| Wolter Global Investment 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
|
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 4,672,203 | ||
| 8 | SHARED VOTING POWER
| |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER
| |
| 4,672,203 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 4,672,203 | |
| 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)
|
| 12.1% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| CO |
| (1) | Calculation is based on 38,516,968 Class A ordinary shares of the Company issued and outstanding as of April 26, 2024 as reported in the Issuer’s Annual Report on Form 20-F filed on April 26, 2024. As of April 26, 2024, the Company had 2,925,058 Class B ordinary shares issued and outstanding. Each Class A ordinary share is entitled to one (1) vote and each Class B ordinary share is entitled to ten (10) votes at a meeting of the shareholders or on any resolution of shareholders. Therefore, the reporting persons hold 6.9% voting power. |
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CUSIP No. |
G7864D112 |
| 1 | NAMES OF REPORTING PERSONS
|
| Guo Junpeng | |
| 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
|
| People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
|
| 4,672,203 | ||
| 8 | SHARED VOTING POWER
| |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER
| |
| 4,672,203 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 4,672,203 | |
| 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)
|
| 12.1% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| IN |
| (1) | Calculation is based on 38,516,968 Class A ordinary shares of the Company issued and outstanding as of April 26, 2024 as reported in the Issuer’s Annual Report on Form 20-F filed on April 26, 2024. As of April 26, 2024, the Company had 2,925,058 Class B ordinary shares issued and outstanding. Each Class A ordinary share is entitled to one (1) vote and each Class B ordinary share is entitled to ten (10) votes at a meeting of the shareholders or on any resolution of shareholders. Therefore, the reporting persons hold 6.9% voting power. |
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SCHEDULE 13D
EXPLANATORY NOTE
This Amendment No.1 to Schedule 13D (this “Schedule 13D/A”) is filed on behalf of Wolter Global Investment Limited (“Wolter Global”), a company organized under the laws of the British Virgin Islands and Guo Junpeng, a citizen of the People’s Republic of China (each a “Reporting Person”, and, collectively, the “Reporting Persons”).
This Schedule 13D/A is being filed on behalf of the Reporting Persons to update certain transactions, including the ownership percentages of the Reporting Persons, as reported in the Schedule 13D filed by the Reporting Persons with the SEC on March 30, 2022.
Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.
| Item 1. | Security and Issuer |
The title and class of equity securities to which this Statement on Schedule 13D/A relates to the beneficial ownership of the Class A Ordinary Share, with no par value of Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Issuer” and such shares, the “Class A Ordinary Share”). The Issuer’s principal executive office is located at RM 1118, 11th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St, Yuhang District, Hangzhou, Zhejiang Province, 311113, China.
| Item 2. | Identity and Background |
The Schedule 13D/A is being jointly filed by Wolter Global and Guo Junpeng.
The Reporting Persons entered into a Joint Filing Agreement on March 30, 2022 (the “Joint Filing Agreement”), pursuant to which they have agreed to file the Schedule 13D and future amendments thereto, including this Schedule 13D/A jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 4.
Wolter Global is a company established for the purpose of doing NFT related business. The principal office of Wolter Global is located at 306-07, No.8 Xingliang Road, Daliang Town, Wuqing District, Tianjin, China.
Guo Junpeng is the sole director and sole shareholder of Wolter Global. Guo Junpeng is a citizen of the People’s Republic of China with the business address located at 306-07, No.8 Xingliang Road, Daliang Town, Wuqing District, Tianjin, China. The principal occupation of Guo Junpeng is the director of Wolter Global.
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons 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 Equity Acquisition Framework Agreement by and among the Issuer, Golden Shield Enterprises Limited (“Golden Shield”), Beijing Weiliantong Technology Co., Ltd., Tianjin Yieryi Technology Co., Ltd., Wolter Global and Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) dated December 29, 2021 (the “Framework Agreement”) and Form of Share Transfer Agreement between Scienjoy Inc. and Wolter Global (the “Share Transfer Agreement”), Wolter Global exchanged all the shares it held in Golden Shield for 3,898,511 Class A Ordinary Shares of the Issuer, equals to 80% of the aggregate share consideration to Wolter Global under the Framework Agreement and the Share Transfer Agreement. Therefore, the shares of Golden Shield held by Wolter Global were the consideration for the 3,898,511 Class A Ordinary Shares of the Issuer acquired by Wolter Global.
In March 2023, Wolter Global sold 116,711 Class A Ordinary Shares to a third-party individual.
In April 2023, the Issuer issued 487,314 Class A Ordinary Shares to Wolter Global for the achievement of earnout target pursuant to the Framework Agreement.
In April 2024, the Issuer issued 403,089 Class A Ordinary Shares to Wolter Global for the partial achievement of earnout target pursuant to the Framework Agreement.
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| Item 4. | Purpose of Transaction |
The description in Item 3 of this Schedule 13D/A is incorporated herein by reference.
The purpose of the transaction purported hereunder is part of the plan to expand the Issuer’s business in the live entertainment mobile streaming platform through the share exchange.
Pursuant to the Framework Agreement and the Share Transfer Agreement, Scienjoy Inc., a wholly owned subsidiary of the Issuer, acquired all of the issued and outstanding equity interests of Golden Shield from Wolter Global. The consideration for the equity interest of Golden Shield have been issued as follows: (i) within twenty (20) business days following the closing, the Issuer has issued 3,898,511 Class A Ordinary Shares of the Issuer to Wolter Global, which is the 80% of the aggregate share consideration to Wolter Global under the Framework Agreement and the Share Transfer Agreement; and (ii) the remaining 20% shall be issued in two equal installments if Golden Shield shall have achieved the respective performance goal for the year 2022 and 2023. In May 2023, the Issuer issued 487,314 Class A Ordinary Shares to Wolter Global for the achievement of earnout target pursuant to the Framework Agreement. In April 2024, the Issuer issued 403,089 Class A Ordinary Shares to Wolter Global for the partial achievement of earnout target pursuant to the Framework Agreement.
Pursuant to the Form of Resale Lock-Up Agreement between the Issuer and Wolter Global (“Resale Lock-Up Agreement”), Wolter Global agrees to be subject to a 180-day lock-up period.
A copy of each of the Framework Agreement, the Share Transfer Agreement and Resale Lock-Up Agreement is attached hereto as Exhibit 1, 2 and 3 respectively and is incorporated herein by reference. The foregoing summary descriptions of each of the Framework Agreement, the Share Transfer Agreement and Resale Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of Exhibit 1, 2 and 3.
On March 8, 2023, Wolter Global sold 116,711 Class A Ordinary Shares to a third-party individual pursuant to a Stock Block Trading Agreement. A copy of the Stock Block Trading Agreement is attached hereto as Exhibit 5 and is incorporated herein by reference.
Other than as described in this Item 4, the Reporting Persons do not have any current plans or proposals that relate 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/A; however, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D/A are incorporated herein by reference. |
| (b) | As of the date of this filing, Guo Junpeng is the sole director and the sole shareholder of Wolter Global and may be deemed to have the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition, as to the 4,672,203 Class A Ordinary Shares directly held by Wolter Global. |
| (c) |
On March 8, 2023, Wolter Global sold 116,711 Class A Ordinary Shares to a third-party individual at $3.3 per share pursuant to a Stock Block Trading Agreement. A copy of the Stock Block Trading Agreement is attached hereto as Exhibit 5 and is incorporated herein by reference.
Except as disclosed otherwise in the Schedule 13D/A, none of the Reporting Persons has effected any transactions in the Class A 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.
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Except as described above or elsewhere in this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D/A, and to the best of the knowledge of the Reporting Persons, between such persons and any person with respect to any securities 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.
| Item 7. | Material to Be Filed as Exhibits |
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Signature
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 27, 2024 | ||
| Wolter Global Investment Limited | ||
| By: | /s/ Guo Junpeng | |
| Name: | Guo Junpeng | |
| Title: | Director | |
| /s/ Guo Junpeng | ||
| Guo Junpeng | ||
Exhibit 99.5
Stock Block Trading Agreement
This Stock Block Trading Agreement (this “Agreement”) is entered into by and between the following parties on February 28, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A: Wolter Global Investment Limited, a British Virgin Islands company.
Party B: ZHAO TING, with PRC Identification Card Number of XX.
Whereas:
| 1. | Scienjoy Holding Corporation（思享无限控股有限公司，hereinafter referred to as the “Company” or “SHC”), is a company limited by stocks duly established and validly existing, and its public offering stocks are listed and traded on NASDAQ Stock Exchange of the U.S.（NASDAQ:SJ）, |
| 2. | Party A, as a holder of SJ stocks, intends to sell 116,711 Class A stocks of SJ (the “Target Stocks”) through block trading. |
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SJ Stocks through block trading, as follows:
| 1. | Purchase and Sale of Stocks |
1.1 Party A shall transfer the Target Stocks to Party B through block trading on the Trading Date specified in this agreement, and Party B shall purchase the Target Stocks transferred by Party A through block trading and pay the price to Party A according to this Agreement.
1.2 Trading Date: March 8, 2023
1.3 Number of Target Stocks: 116,711
1.4 Purchase Price (per stock price / total price): The price per stock is US$3.30, and the total price is US$ 385,146.30.
1.5 Trading Process: Party A shall transfer such number of the Target Stocks to Party B’s account on the Trading Date, and Party B shall pay Party A the total Purchase Price within 15 days thereafter.
1.6 From the date of this Agreement to the Trading Date, each party has the right to unilaterally terminate this Agreement, with a notice at least two (2) business days prior to the Trading Date, or otherwise the termination of this Agreement shall be invalid. The termination notice shall be delivered in written form (including but not limited to email, short message via mobile phone, WeChat message and fax) to another party’s communication terminals such as email server, mobile phone or fax, which will be deemed as its acceptance.
| 2. | Representations and Warranties |
3.1 Each party has all of its rights, authorities and necessary capacities to execute and perform this Agreement.
3.2 The representative of each party who signs this Agreement on behalf of such party shall have obtained all necessary corporative authorization in due course for such party’s execution, delivery and performance of this Agreement.
3.3 The documents, materials and information offered and delivered by each party are true, legal, accurate and effective.
3.4 Each party undertakes that it has performed all necessary procedures for the trading in compliance with all relevant securities laws and regulations in U.S.
| 3. | Confidentiality |
Each party undertakes that any documents, materials and information for discussion, execution and performance of this Agreement, including but not limited to trade secrets, company’s plans, operating activities, financial information, technologies, business information and any other business secrets, which belongs to another party and not available from the public, shall be treated as confidential information. Without prior consent from the information providing party, any other parties shall not disclose all or part of the confidential information to any third party, unless otherwise provided in applicable laws and regulations or mutually agreed by the parties.
| 4. | Effectiveness |
5.1 If there is any discrepancy between this Agreement and previous agreements between the parties or the Articles of Association of the Company, this Agreement shall prevail.
5.2 The parties can make supplementary agreements to this Agreement with respect to any matters not provided in this Agreement through friendly consultation. The supplementary agreement shall be construed as part of this Agreement, and if there is any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall apply.
| 5. | Liability of Breaching |
6.1 Any party who violates this Agreement shall indemnify and hold harmless the observant party from and against any and all losses suffered by observant party as a result of or based upon or arising from the breaching party’s violations. The observant party has the right to give a reasonable period for the breaching party to correct or remedy such breaches by written notice, with a result satisfactory to the observant party.
6.2 If Party B fails to fully pay the Purchase Price on time in accordance with this Agreement, Party B shall pay Party A liquidated damages calculated based on the unpaid price with a rate of 0.03% per day, from the day following the Trading Date to the actual payment date.
2
6.3 If Party A fails to transfer all of the Target Stocks on time in accordance with this Agreement, it shall communicate with Party B in a timely manner. In case of delays caused by brokers, agents and other intermediary agencies, Party A shall coordinate with the security issuing company of the Target Stocks to make all reasonable efforts to cooperate and propel relevant agencies to complete the registration of transfer of the Target Stocks. In case of delay due to the reason attributable to Party A, Party A shall pay Party B liquidated damages based on the purchase price corresponding to such part of the Target Stocks not transferred, with a rate of 0.03% per day from the Trading Date to the completion date of transfer of all Target Stocks.
| 6. | Notices |
All notices and circulation of the documents given pursuant to this Agreement can be delivered by letters, faxes, telegrams, e-mails, short messages via mobile phones.
The notification method of each party is as follows:
Party A:
Attention: Guo Junpeng
Phone:
Email:
Party B:
Attention: Zhao Ting
Phone:
Email:
| 7. | Governing Law and Resolution of Disputes |
8.1 The execution, construction and performance of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.
8.2 In the event of any dispute arising from the performance of this Agreement, the parties shall first resolve the dispute through friendly negotiations. In the event the parties fail to reach an agreement or are unwilling to negotiate on the dispute, either party may submit relevant dispute to the Beijing Arbitration Commission for arbitration.
3
| 8. | Effectiveness and Miscellaneous |
9.1 This Agreement shall become effective upon execution by the parties.
9.2 In the event that any clause of this Agreement is found to be or becomes invalid or unenforceable by law or due to the reason not attributable to any party, both parties shall cooperate with each other and make all necessary amendments or modification to effectuate the trading hereunder.
9.3 This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the trading under this Agreement prior to execution of this Agreement.
9.4 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
| Party A: Wolter Global Investment Limited | ||
| By: | /s/ Guo Junpeng | |
| Name: | Guo Junpeng | |
| Title: | Director | |
| Party B: Zhao Ting | ||
| /s/ Zhao Ting | ||
4