Wolter Global Investment amends Scienjoy Holding Corp. filing

TL;DR

Wolter Global Investment updated its Scienjoy Holding Corp. filing on 6/27/24. Watch this space.

AI Summary

Wolter Global Investment Ltd. filed an amendment to its Schedule 13D on June 27, 2024, regarding Scienjoy Holding Corp. This filing indicates a change in beneficial ownership, though specific share counts or dollar amounts are not detailed in this excerpt. The amendment was filed under the Securities Exchange Act of 1934.

Why It Matters

This amendment signals a potential shift in control or significant stakeholding in Scienjoy Holding Corp., which could influence the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant strategic moves by investors, potentially impacting stock volatility.

Key Players & Entities

• Wolter Global Investment Ltd. (company) — Filing entity
• Scenjoy Holding Corp (company) — Subject company
• GUO JUNPENG (person) — Group member
• Wealthbridge Acquisition Ltd (company) — Former company name

FAQ

Key Financial Figures

• $3.3 — y Shares to a third-party individual at $3.3 per share pursuant to a Stock Block Tra

Filing Documents

• ea0208513-13da1wolter_scien.htm (SC 13D/A) — 64KB
• ea020851301ex99-5_scien.htm (EX-99.5) — 23KB
• 0001213900-24-056722.txt ( ) — 89KB

Security and Issuer

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.

Identity and Background

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.

Source and Amount of Funds or Other Considerations

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. Page 5

Purpose of Transaction

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

Interest in Securities of the Issuer

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.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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. Page 6 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.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit No. Description 1 Equity Acquisition Framework Agreement by and among Scienjoy Holding Corporation, Golden Shield Enterprises Limited, Beijing Weiliantong Technology Co., Ltd., Tianjin Yieryi Technology Co., Ltd., Wolter Global Investment Limited and Qingdao Weilaijin Industry Investment Fund Partnership (Limited Partnership) dated December 29, 2021 (incorporated by reference to Exhibit 99.2 to the Issuer’s Form 6-K furnished on December 29, 2021). 2 Form of Share Transfer Agreement between Scienjoy Inc. and Wolter Global Investment Limited (incorporated by reference to Exhibit 99.4 to the Issuer’s Form 6-K furnished on December 29, 2021). 3 Form of Resale Lock-up Agreement between Wolter Global Investment Limited and Scienjoy Holding Corporation (incorporated by reference to Exhibit 99.8 to the Issuer’s Form 6-K furnished on December 29, 2021). 4 Joint Filing Agreement, dated March 30, 2022, by and between Wolter Global Investment Limited and Guo Junpeng. 5 Stock Block Trading Agreement, dated February 28, 2023, by and between Wolter Global Investment Limited and Zhao Ting. Page 7 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR