思享无限控股有限公司美股招股说明书(2019-02-07版)

424B4 1 s115913_424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4)Registration No. 333 – 228961 PROSPECTUS $50,000,000WEALTHBRIDGE ACQUISITION LIMITED5,000,000 UNITS Wealthbridge Acquisition Limited is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus on operating businesses in and around the air transportation and aviation industry in China. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination, as described in more detail in this prospectus. Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. We will not issue fractional shares. As a result, you must (1) exercise warrants in multiples of two warrants, at a price of $11.50 per full share, subject to adjustment as described in this prospectus, to validly exercise your warrants; and (2) hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. Each warrant will become exercisable on the later of the completion of an initial business combination and 12 months from the date of this prospectus, and will expire five years from the effective date of this registration statement, or earlier upon redemption. The exercise price of the warrants is $11.50 per full share. We have granted Chardan Capital Markets, LLC, the representative of the underwriters, a 45-day option to purchase up to 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any. Our sponsor, Oriental Holdings Limited, which is jointly owned by our director, Jining Li, through Keen Nice Communications Limited, and our chief executive officer, Yongsheng Liu, has committed to purchase from us an aggregate of 247,500 units, or “private units,” at $10.00 per private unit (for a total purchase price of $2,475,000). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. All of the proceeds we receive from these purchases will be placed in the trust account described below. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters, they will purchase from us at a price of $10.00 per private unit an additional number of private units (up to a maximum of 22,500 private units) pro rata with the amount of the over-allotment option exercised so that at least $10.00 per share sold to the public in this offering is held in trust regardless of whether the over-allotment option is exercised in full or part. These additional private units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. There is presently no public market for our units, ordinary shares, warrants or rights. Our units have been approved for listing on the Nasdaq Capital Market, or Nasdaq, under the symbol “HHHHU” on or promptly after the date of this prospectus. The ordinary shares, warrants and rights comprising the units will begin separate trading on the 90th day after the date of this prospectus unless Chardan Capital Markets LLC determines that an earlier date is acceptable, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, the ordinary shares, warrants and rights will be traded on Nasdaq under the symbols “HHHH,” “HHHHW,” and “HHHHR,” respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requireme