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. 2)*

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).

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SCHEDULE 13D

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Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) jointly filed on May 18, 2020 by WBY Entertainment Holdings Ltd. (“WBY”), a company organized under the laws of the British Virgin Islands, and Bo Wan, a Canadian citizen (each a “Reporting Person”, and, collectively, the “Reporting Persons”), as amended by Amendment No. 1, filed on March 30, 2021 (“Amendment No.1”, together with the Original Schedule 13D, the “Schedule 13D”), relating to the beneficial ownership of the Class A Ordinary Shares, with no par value (the “Class A Ordinary Shares”), 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 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended and supplemented by adding the following paragraph immediately after the previous last paragraph:

On May 9, 2022, the board of directors of the Issuer determined that the SJ 2021 Earnout Target set forth in the Share Exchange Agreement has been fulfilled and authorized and approved the issuance of 600,000 Class A Ordinary Shares to WBY. Accordingly, on June 8, 2022, the Issuer issued 600,000 Class A Ordinary Shares to WBY.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety and replaced by the following:

Each Class B Ordinary Share is entitled to ten (10) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. Accordingly, in the meeting of the shareholders or on any resolution of shareholders, WBY may be deemed to beneficially own the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition as to the securities representing 7.88% of the voting power of the Issuer.

In addition, Bo Wan is the sole shareholder and director of WBY and may be deemed to beneficially owns the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition as to the 5,092,650 Class A Ordinary Shares directly held by WBY.

As of the date of this filing, the Lock-Up Period under the Resale Lock-up Agreement between the Issuer (then known as Wealthbridge Acquisition Limited) and WBY dated May 7, 2020 has expired.

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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: June 15, 2022