NEW YORK, May 7, 2020 /PRNewswire/ -- Wealthbridge
Acquisition Limited ("Wealthbridge") (NASDAQ: HHHH, HHHHU, HHHHW,
HHHHR), a special purpose acquisition company, and Scienjoy Inc.
("Scienjoy" or the "Company"), a leading live entertainment mobile
streaming platform in China, today
announced the successful closing of the transactions contemplated
by the previously-announced Share Exchange Agreement (the "Share
Exchange Agreement"), dated as of October
28, 2019, by and among Scienjoy, Lavacano Holdings Limited
("Lavacano"), and WBY Entertainment Holdings Ltd. ("WBY", together
with Lavacano, the "Sellers"), and approved by Wealthbridge
shareholders as of May 5, 2020.
In connection with the closing, Wealthbridge has changed its
name to Scienjoy Holding Corporation ("SHC"). Additionally, SHC
expects that its ordinary shares will begin trading under the
ticker symbol "SJ" on the Nasdaq stock exchange effective
May 11, 2020, and its units and
rights will cease trading as of the close of business on
May 8, 2020. No action is needed from
current Wealthbridge shareholders in relation to the ticker symbols
change.
SHC will be led by Scienjoy's current management team with
Victor He as Chief Executive
Officer, Bo Wan as Chief Operating
Officer, and Denny Tang as Chief
Financial Officer. Meanwhile, Winston
Liu, Chairman and CEO of Wealthbridge will remain on SHC's
board of directors. SHC will remain headquartered in Beijing, China.
Winston Liu, Chairman and CEO of
Wealthbridge, stated "We commend Victor and his team at Scienjoy
for their success to date in building a vibrant live streaming
ecosystem in China. As the mobile
entertainment live streaming market continues to grow both in
China and abroad, we are excited
to work with Scienjoy to capitalize on these emerging
opportunities."
Victor He, Scienjoy's CEO, also
commented "We are quite pleased to announce the closing of the
business combination and would like to thank all of our
shareholders for their support during the process. The recognition
we have received from our partners is an important company
milestone, and we plan to maintain this momentum going forward. To
fuel our growth, we are in the process of exploring potential
overseas expansion opportunities. We firmly believe that social
media networks and online business models do not have cultural
boundaries. By leveraging our proprietary technology, international
talent, and deep IT industry expertise, we will not only rapidly
expand our global footprint, but move one step close to bringing
joy and entertainment to all people around the world."
Chardan acted as an M&A and financial advisor to
Wealthbridge. Loeb and Loeb LLP acted as a legal advisor to
Wealthbridge. Jun He Law Offices LLC, Fengyu Law Firm, and Maple
Group acted as the legal advisors to Scienjoy.
About Scienjoy Inc.
Founded in 2011, Scienjoy is a leading show live streaming video
entertainment social platform in China. With more than 200 million registered
users, Scienjoy currently operates three primary online live
streaming brands with their respective websites and mobile apps:
Showself, Lehai, and Haixiu. More information can be found at:
http://www.scienjoy.com
About Wealthbridge Acquisition Limited.
Wealthbridge Acquisition Limited is incorporated in the
British Virgin Islands 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. Wealthbridge's efforts to identify a
prospective target business have not been limited to a particular
industry or geographic region, although Wealthbridge intended to
focus on targets located in China.
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Wealthbridge, Scienjoy, and their respective
affiliates, from time to time may contain, "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
Wealthbridge's and Scienjoy's actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"might" and "continues," and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, Wealthbridge's and
Scienjoy's expectations with respect to future performance and
anticipated financial impacts of the business combination, the
satisfaction of the closing conditions to the business combination
and the timing of the completion of the business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from expected results. Most of these factors are outside the
control of Wealthbridge or Scienjoy and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the share
exchange agreement relating to the proposed business combination;
(2) the outcome of any legal proceedings that may be instituted
against Wealthbridge or Scienjoy following the announcement of the
share exchange agreement and the transactions contemplated therein;
(3) the inability to complete the business combination, including
due to failure to obtain approval of the shareholders of
Wealthbridge or other conditions to closing in the share exchange
agreement; (4) delays in obtaining or the inability to obtain
necessary regulatory approvals (including approval from insurance
regulators) required to complete the transactions contemplated by
the share exchange agreement; (5) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the share exchange agreement or could otherwise
cause the transaction to fail to close; (6) the inability to obtain
or maintain the listing of the post-acquisition company's ordinary
shares on NASDAQ following the business combination; (7) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the business combination; (10) changes in
applicable laws or regulations; (11) the possibility that Scienjoy
or the combined company may be adversely affected by other
economic, business, and/or competitive factors; and (12) other
risks and uncertainties to be identified in Wealthbridge's proxy
statement (when available) relating to the business combination,
including those under "Risk Factors" therein, and in other filings
with the Securities and Exchange Commission ("SEC") made by
Wealthbridge and Scienjoy. Wealthbridge and Scienjoy caution that
the foregoing list of factors is not exclusive. Wealthbridge and
Scienjoy caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Wealthbridge or Scienjoy undertakes or accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
Important Information
Scienjoy Inc. ("Scienjoy"), Wealthbridge Acquisition Limited
("Wealthbridge"), and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
Wealthbridge ordinary shares in respect of the proposed transaction
described herein. Information about Wealthbridge's directors and
executive officers and their ownership of Wealthbridge's ordinary
shares is set forth in Wealthbridge's Annual Report on Form 10-K
filed with the SEC, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated below.
In connection with the transaction described herein,
Wealthbridge will file relevant materials with the SEC including a
proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, Wealthbridge will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the
transaction. INVESTORS AND SECURITY HOLDERS OF WEALTHBRIDGE ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT WEALTHBRIDGE WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT WEALTHBRIDGE, SCIENJOY AND THE TRANSACTION. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the transaction (when
they become available), and any other documents filed by
Wealthbridge with the SEC, may be obtained free of charge at the
SEC's website (www.sec.gov).
Contacts
Yongsheng Liu
Chief Executive Officer
Wealthbridge Acquisition Limited
+86 (186) 0217-2929
winstonca@163.com
Xiaowu He
Chief Executive Officer
Scienjoy Inc.
+86 (10) 6445-9071
victor.he@scienjoy.com
Jack Wang
ICR Inc.
+1 (212) 537-9254
scienjoy.ir@icrinc.com
View original
content:http://www.prnewswire.com/news-releases/wealthbridge-acquisition-limited-and-scienjoy-inc-announce-closing-of-business-combination-301055205.html
SOURCE Scienjoy Inc.