SecProbe.io

January 2, 2020
Yongsheng Liu
Chief Executive Officer
Wealthbridge Acquisition Limited
Flat A, 6/F, Block A
Tonnochy Towers
No. 272 Jaffe Road
Wanchai, Hong Kong
Re:Wealthbridge Acquisition Limited
Preliminary Proxy Statement on Schedule 14A
Filed December 6, 2019
File No. 001-38799
Dear Mr. Liu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement, page 8
1.Please provide organizational charts of Wealthbridge and Scienjoy before and after the
business combination to clarify the current ownership of Scienjoy and the ownership of
the company following the transaction.  Disclose that you expect to be a controlled
company under the Nasdaq Stock Market Rules because Lavacano will control more than
50% of the voting power of your outstanding capital stock.  Also, disclose that if you are
deemed to be a foreign private issuer under Rule 3b-4 of the Exchange Act following the
transaction, you plan to adopt a dual-class share structure that will result in further
concentration of Lavacano's control over the company.  Provide cross-references to the
corresponding risk factors on pages 56 and 57, as well as a new risk factor that addresses
the disclosure and reporting requirements (e.g., no requirement to comply with the proxy

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rules) and the exemptions from certain Nasdaq corporate governance rules that are
available to a foreign private issuer and whether you intend to use them.
2.You state that the Share Exchange Agreement provides that the minimum remaining
amount in your trust account is no less than $10,000,000 after giving effect to payments to
redeeming shareholders.  Please disclose the maximum redemption amount that you have
calculated for the purpose of complying with such provision, and describe what may
happen if shareholder redemptions exceed such amount.  In this regard, you disclose on
page 108 that you may need to obtain additional equity or debt financing if you become
obligated to redeem a significant number of your public shares upon completion of the
business combination.
Risk Factors, page 17
3.You disclose that Scienjoy's business objective includes expanding its business into
overseas markets in Southeast Asia, the Middle East, and South America.  Please provide
a risk factor addressing the material business, regulatory, and economic risks in expanding
its business outside China.  Also, briefly explain the nature and scope of the Chinese
government's Belt and Road Initiative and the risks and limitations related to the
company's plan to align its geographic expansion strategy with such initiative.
4.To the extent your Second Amended and Restated Memorandum and Articles of
Association will contain anti-takeover provisions that materially limit the rights of holders
of your ordinary shares, please provide a risk factor that describes those limitations.  In
this regard, we note your existing memorandum and articles of association provide for the
separation of your board of directors into two classes.
Scienjoy relies on its mobile application and PC application to provide services . . ., page 29
5.You disclose that the Showself Live Streaming mobile application, which you
characterize as Scienjoy's most popular platform in terms of registered users and revenue,
was once removed by Apple's App Store for unknown reasons and that such incident
caused a significant decrease in the number of downloads and had a material adverse
impact on Scienjoy's business and results of operations.  Please contextualize this
disclosure by providing the date of removal and length of the suspension.  To the extent
material, disclose the quantitative financial impact on the company.
Key performance metrics used by Scienjoy, such as QAUs, paying users, ARPPU and paying
ratio, may overstate the number . . ., page 32
6.You state that each of your three primary platforms has its own mobile application.
Please discuss whether registered users are required to separately register for each
platform and, if so, how this impacts the total number of registered users, active users and
paying users and whether these users are counted more than once for purposes of
calculating these metrics.  To the extent that a user is registered or has been active on
more than one platform, please disclose how you measure unique users.

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 FirstName LastNameYongsheng Liu
Wealthbridge Acquisition Limited
January 2, 2020
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The Business Combination Proposal
Wealthbridge's Board's Reasons for the Approval of the Business Combination, page 70
7.You state that no reports as to the valuation of Scienjoy were produced by any of your
advisors.  You, however, also state that your board of directors received information from
your legal and financial advisors prior to reaching the decision to approve the Share
Exchange Agreement and the transaction.  Please explain why the information that you
received from your financial advisor does not qualify as a report, opinion, or appraisal that
is materially related to the transaction.  Refer to Item 14(b)(6) of Schedule 14A and Item
1015(b) of Regulation M-A.
8.You disclose that your management team and board of directors recommended approval
of the business combination, in part, because Scienjoy compares favorably to three
publicly traded Chinese live streaming platforms (HUYA, DouYu, and YY) in terms of
user scale and economics and that the pro forma equity market value of the post-
combination company, assuming no redemptions, will represent a substantial discount to
the equity market values of HUYA and DouYu.  Please disclose whether the board also
considered the differences between Scienjoy and HUYA and DouYu in connection with
this analysis.  For example, we note that HUYA and DouYu are companies with greater
revenue and a greater number of registered users, active users, and paying users.  We also
note that HUYA and DouYu are primarily focused on the game live streaming market,
which may not necessarily be comparable to the show live streaming market.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Scienjoy Inc.
Key Factors Affecting Scienjoy's Results of Operations, page 130
9.You stress the importance of user retention and engagement to Scienjoy's business.  Please
tell us whether management of Scienjoy measures the operating performance of the
business in terms of active user retention and/or engagement, such as average daily time
spent on the platforms.  If so, please provide those metrics for each period presented and
describe how they are calculated.
Revenue, page 133
10.Please tell us why you do not provide revenue recognized from each of your three primary
platforms (i.e., Showself Live, Lehai Live, and Haixiu Live).  Consider disclosing the total
number of paying users and by each of these three platforms.
Revenue Recognition, page 138
11.You disclose that in the case of time-based virtual items, live streaming revenue is
recognized over the fixed period on a straight line basis.  Please disclose the fixed period
or term.  In addition, describe the nature or type of virtual items that are time-based.
Explain why recognizing revenue on a straight-line basis is appropriate.  Please also

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Wealthbridge Acquisition Limited
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address the application of ASC 606 upon adoption.  We refer you to ASC 606-10-25-27
and 30.
12.Please clarify the definition of "recharge" to describe when virtual currency
are purchased.  Clarify how you account for any fees paid to or retained by third-party
platforms or distributors.  Provide support for how each fee or charge is presented and
indicate why these fees are not reported as a reduction of revenue.  In addition, describe
how you account for virtual currency purchased in advance and resold by sale agents.
Describe the payment terms of distributor receivables and describe incentives or
concessions provided.  In this regard, we note that distributor receivables are significant.
Liquidity and Capital Resources, page 141
13.You disclose that as of June 30, 2019, Scienjoy had RMB93.617 million in cash and cash
equivalents that was deposited with major financial institutions located in the PRC.
Please disclose the material amounts of cash and short-term investments disaggregated by
currency denomination as of the most recent balance sheet date in each jurisdiction in
which your affiliated entities are domiciled.  For entities within China, disclose material
amounts of cash held by VIEs separately from the amount of cash held by other entities.
In addition, please disclose the amount of cash and cash equivalents held at the third party
platform fund accounts.  Tell us how you assess credit risk for these accounts.
Directors, Executive Officers, Executive Compensation and Corporate Governance
Directors and Executive Officers After the Business Combination, page 156
14.For each director, please briefly discuss the specific experience, qualifications, attributes
or skills that led to the conclusion that the person should serve as a director in light of the
business and structure of the post-combination company.
Certain Transactions, page 160
15.Please clarify that Jining Li's relationship with Keen Nice Communications and Star Jet
Co. is the basis on which those parties are deemed to be related parties.
ORGANIZATION AND PRINCIPAL ACTIVITIES
(b) Reorganization, page F-38
16.Please provide your analysis that supports accounting for the reorganization as
combination of companies under common control.  Provide a table that shows the
ownership interest in the companies before and after the reorganization.
(c) Organization, page F-39
17.Please include a description of the recognized and unrecognized revenue-producing assets
that are held by the VIE.  These assets may include licenses, trademarks, other intellectual
property, facilities or assembled workforce.  We refer you to ASC 810-10-50-5A.d.

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 Comapany NameWealthbridge Acquisition Limited
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Yongsheng Liu
Wealthbridge Acquisition Limited
January 2, 2020
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(c) Foreign Currency, page F-44
18.Clarify why you utilize the US dollar for convenience translation while the company's
functional currency is the US dollar.
General
19.You state in the forepart that the proxy statement contains information and statistics
related to China's economy and its entertainment live streaming industry that derive from
various publications issued by market research companies and PRC governmental
entities.  Please identify each source of information and statistics cited in the proxy
statement by disclosing the name of the author as well as the title and date of the
publication.  In this regard, we note your references to a Frost & Sullivan industry report
and a YIGUAN data report.  Please also clarify whether these reports, or any other
reports, were commissioned by Wealthbridge or Scienjoy for use in connection with this
proxy statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Bernard Nolan,
Attorney-Adviser, at (202) 551-6515 or, in his absence, Jan Woo, Legal Branch Chief, at (202)
551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Giovanni Caruso