SEC Form SC 13D/A filed by Scienjoy Holding Corporation (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 1)

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 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

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Original 13D”) filed on August 23, 2021 (as so amended by this Amendment No. 1, the “Schedule 13D”) by Heshine Holdings Limited (“Heshine”), a company organized under the laws of the British Virgin Islands, relating to the beneficial ownership of the Class A Ordinary Share, no par value (the “Class A Ordinary Share”), and Class B Ordinary Share, no par value (the “Class B Ordinary Share”, and together with the Class A Ordinary Share, the “Ordinary Share”) of Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Issuer”). Except as specifically set forth herein, the Schedule 13D remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs immediately before the previous last paragraph:

On November 8, 2021, the Issuer’s 2021 annual general meeting of shareholders (the “AGM”) approved the shareholders’ resolution to adopt a dual-class share structure, pursuant to which the Issuer’s authorized share capital were re-classified and re-designed into Class A Ordinary Shares and Class B Ordinary Shares, with each Class A Ordinary Share being entitled to one (1) vote and each Class B Ordinary Share being entitled to ten (10) votes at a meeting of the shareholders or on any resolution of shareholders.

The Issuer’s 2021 AGM also approved the shareholders’ resolution to re-designate all the existing authorized issued and unissued Ordinary Shares of the Issuer as Class A Ordinary Shares except for 2,625,058 Ordinary Shares issued to Heshine. 2,625,058 Ordinary Shares issued to Heshine were converted into the same number of Class B Ordinary Shares (which are among the 7,019,765 Ordinary Shares owned by Heshine). The remaining 4,394,707 Ordinary Shares of Heshine were re-classified and re-designed into Class A Ordinary Shares.

Since the Reclassification and Conversions have been approved by the AGM, the proxy granted by TF to Heshine to vote all securities of Issuers that TF owns in favor of the Reclassification and the Conversions has been terminated. Therefore, Heshine no longer has a proxy with respect to all securities of Issuers that TF owns under the Share Distribution Agreement.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The filing of this Schedule 13D shall not be construed as an admission that Heshine Holdings Limited or Xiaowu He is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

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: November 23, 2021