思享无限控股有限公司美股招股说明书(2020-12-31版)

424B3 1 ea132425-424b3_scienjoy.htm PROSPECTUS File Pursuant to Rule 424(b)(3)Registration No. 333-240980 PROSPECTUSScienjoy Holding Corporation 2,875,000 Ordinary Shares Upon Exercise of the Public Warrants Scienjoy Holding Corporation may issue up to 2,875,000 Ordinary Shares, no par value (“Ordinary Shares”), issuable upon the exercise of 5,750,000 issued and outstanding warrants sold as part of the units in our initial public offering (the “Public Warrants”). Each whole warrant entitles the holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per share commencing on May 7, 2020 and will expire on February 5, 2024, or earlier upon redemption. We will not receive any proceeds from the resale of the Ordinary Shares underlying the Public Warrants, except with respect to the amounts received by us upon exercise of the Public Warrants to the extent the Public Warrants are exercised for cash. See “Plan of Distribution” beginning on page 110 of this prospectus. Our Ordinary Shares are traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “SJ” and our Public Warrants are traded on OTC under the symbol “SJOYW”. On December 14, 2020, the closing price for our Ordinary Shares was $9.13 per share as reported on NASDAQ and the closing price for our Public Warrants was $0.10 per warrant as reported on OTC. Investing in our securities involves risks. See “Risk Factors” beginning on page 10. We are both an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company” and “—Implications of Being a Foreign Private Issuer.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 31, 2020. TABLE OF CONTENTS ABOUT THIS PROSPECTUSii THE OFFERING5SELECTED HISTORICAL FINANCIAL INFORMATION6RISK FACTORS10CAPITALIZATION43USE OF PROCEEDS44UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION45MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS50OUR HISTORY AND CORPORATE STRUCTURE67BUSINESS72REGULATIONS IN PRC86MANAGEMENT97SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT103 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS104PLAN OF DISTRIBUTION110DESCRIPTION OF SECURITIES111TAXATION122EXPENSES128CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT129LEGAL MATTERS129EXPERTS129WHERE YOU CAN FIND MORE INFORMATION130 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus, our business, financial condition, results of operations and prospects may have changed. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. This prospectus generally describes the Company and our securities. We may issue up to 2,875,000 Ordinary Shares issuable upon the exercise the Public Warrants. We will not receive any proceeds from the resale of Ordinary Shares underlying the Public Warrants pursuant to this prospectus, except with respect to the amounts received by us upon exercise of the Public Warrants to the extent the Public Warrants are exercised for cash. However, we will pay the expenses, other than underwriting discounts and selling commissions, associated with the sale of securities pursuant to this prospectus. A prospectus supplement with this prospectus may be delivered, to the extent appropriate, to update the information contained in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable prospectus supplement, together with additional information described below under the captions “Where You Can Find More Information”. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date. No offer of the