SEC Company Response from Scienjoy Holding Corp (SJ) (CIK 0001753673) (SJ) — Feb 13, 2020
Scienjoy Holding Corp (SJ) (CIK 0001753673)
Date: Feb. 13, 2020 · CIK: 0001753673 · Accession: 0001213900-20-003714
AI Filing Summary & Sentiment
File numbers found in text: 001-38799
Referenced dates: January 30, 2020
Letter
Via Edgar Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Re: Wealthbridge Acquisition Limited Revised Preliminary Proxy Statement on Schedule 14A Filed January 16, 2019 File No. 001-38799
Dear Mr. Nolan:
On behalf of our client, Wealthbridge Acquisition Limited (“Wealthbridge” or the “Company”), we hereby provide a response to the comments issued in a letter dated January 30, 2020 (the “Staff’s Letter”) regarding the Company’s Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Contemporaneously, we are submitting the amended Preliminary Proxy Statement via Edgar (the “Amended Proxy Statement”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Proxy Statement, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
February 13, 2020
Page
Revised Preliminary Proxy Statement on Schedule 14A
Summary of the Proxy Statement, page 7
1. Your revised disclosure in response to prior comment 2 indicates that Scienjoy can waive the requirement that the minimum remaining amount in your trust account be no less than $10,000,000 after giving effect to any payments to redeeming shareholders. Please disclose how you would inform stockholders of the waiver of this requirement, and revise your disclosure so that it also contemplates a maximum redemption amount that leaves you with at least $5,000,001 in net tangible assets. Also, with regard to the disclosure provided in the pro forma section of the proxy statement, please briefly refer to this potential adjustment in your description of the transaction.
Response: The disclosure on page 9 and page 87 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Risk Factors
Following the Business Combination, we may become a foreign private issuer . . ., page 57
2. We note your revised disclosure in response to prior comment 1 does not describe the exemptions from the Nasdaq corporate governance rules that are available to a foreign private issuer. Please revise, and disclose whether you intend to use any of the exemptions.
Response: The disclosure on page 57 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
The Busienss Combination Proposal
Wealthbridge's Board's Reasons for the Approval of the Business Combination, page 70
3. In response to prior comment 7, you advise us that your financial advisor provided you with no report or other documents related to the valuation of Scienjoy. Your revised disclosure, however, states that no "written" communications or reports were produced. We note that a report, opinion, or appraisal does not need to be written to fall within the disclosure requirements of Item 1015 of Regulation M-A. Please revise. To the extent you continue to believe that you are not required to provide disclosure under Item 14(b)(6) of Schedule 14A, please explain why the oral advice that you received from your financial advisor does not qualify as a report, opinion, or appraisal that is materially related to the transaction. In this regard, we note your brief reference in the proxy statement to the method used by your financial advisor to arrive at its valuation conclusion.
Response: The disclosure on page 70 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment to include additional details of our financial advisor.
February 13, 2020
Page
4. We note your revised disclosure in response to prior comment 8 does not address whether your board of directors considered how Scienjoy differs from HUYA and DouYu, the two pure-play live streaming companies that you have determined to be the most directly comparable in light of a similar revenue model and sector focus, the same geographic location coverage, and the fact that they are listed on major U.S. stock exchanges. Please disclose whether the board considered other factors such as the greater scale of HUYA and DouYu in terms of revenue, registered users, active users, and paying users in arriving at its conclusion that the valuation implied by the business combination is favorable, or advise.
Response: The disclosure on page 72 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Scienjoy Inc., page 130
5. We note your response to prior comment 11. Please consider disaggregating and discussing the revenues by the timing of transfer of goods or services (i.e. consumables and time-based virtual items). We refer you to Section III.B of SEC Release No. 33- 8350. In addition, as you update your financial statements for the fiscal year ending December 31, 2019, note that ASC 606-10-55-91(f) provides the timing of transfer of goods or services as an example of a category that might be appropriate for disaggregating revenue.
Response: The disclosure on page 132 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Revenue, page 133
6. We note your response to prior comment 10. Please consider disclosing and discussing ARPPU by platform for each period presented.
Response: The disclosure on page 132 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
February 13, 2020
Page
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements, page 140
7. We note that in response to prior comment 11, you revised your disclosure to state that Scienjoy has concluded that the adoption of ASC 606 will not have any material impact on Scienjoy’s consolidated financial statements and no material differences will exist between Scienjoy’s future adoption of ASC 606 and its accounting to date under ASC 605. However, you state in the Critical Accounting Policies and Estimates for Recent Accounting Pronouncements on page 140 that the company is continuing to evaluate the impact its pending adoption of Topic 606 will have on the consolidated financial statements. Please revise.
Response: The disclosure on page 140 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Please call me at 212-407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Giovanni Caruso
Show Raw Text
CORRESP
1
filename1.htm
Giovanni
Caruso
Partner
345
Park Avenue
New York, NY 10154
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
Via
Edgar
February
13, 2020
Bernard Nolan
Division of Corporation Finance
Office
of Technology
U.S. Securities & Exchange Commission
100 F
Street, NE
Washington, D.C. 20549
Re: Wealthbridge Acquisition Limited
Revised Preliminary Proxy Statement on Schedule 14A
Filed January 16, 2019
File No. 001-38799
Dear
Mr. Nolan:
On
behalf of our client, Wealthbridge Acquisition Limited (“Wealthbridge” or the “Company”), we hereby provide
a response to the comments issued in a letter dated January 30, 2020 (the “Staff’s Letter”) regarding the Company’s
Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Contemporaneously, we are submitting
the amended Preliminary Proxy Statement via Edgar (the “Amended Proxy Statement”).
In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Proxy Statement, we have
responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered
paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.
Los
Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
A
limited liability partnership including professional corporations
February 13, 2020
Page
2
Revised
Preliminary Proxy Statement on Schedule 14A
Summary
of the Proxy Statement, page 7
1. Your
revised disclosure in response to prior comment 2 indicates that Scienjoy can waive the
requirement that the minimum remaining amount in your trust account be no less than $10,000,000
after giving effect to any payments to redeeming shareholders. Please disclose how you
would inform stockholders of the waiver of this requirement, and revise your disclosure
so that it also contemplates a maximum redemption amount that leaves you with at least
$5,000,001 in net tangible assets. Also, with regard to the disclosure provided in the
pro forma section of the proxy statement, please briefly refer to this potential adjustment
in your description of the transaction.
Response:
The disclosure on page 9 and page 87 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Risk
Factors
Following
the Business Combination, we may become a foreign private issuer . . ., page 57
2. We
note your revised disclosure in response to prior comment 1 does not describe the exemptions
from the Nasdaq corporate governance rules that are available to a foreign private issuer.
Please revise, and disclose whether you intend to use any of the exemptions.
Response:
The disclosure on page 57 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
The
Busienss Combination Proposal
Wealthbridge's
Board's Reasons for the Approval of the Business Combination, page 70
3. In
response to prior comment 7, you advise us that your financial advisor provided you with no report or other documents related
to the valuation of Scienjoy. Your revised disclosure, however, states that no "written" communications or reports were
produced. We note that a report, opinion, or appraisal does not need to be written to fall within the disclosure requirements
of Item 1015 of Regulation M-A. Please revise. To the extent you continue to believe that you are not required to provide disclosure
under Item 14(b)(6) of Schedule 14A, please explain why the oral advice that you received from your financial advisor does not
qualify as a report, opinion, or appraisal that is materially related to the transaction. In this regard, we note your brief reference
in the proxy statement to the method used by your financial advisor to arrive at its valuation conclusion.
Response:
The disclosure on page 70 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment to include
additional details of our financial advisor.
February 13, 2020
Page
3
4. We
note your revised disclosure in response to prior comment 8 does not address whether
your board of directors considered how Scienjoy differs from HUYA and DouYu, the two
pure-play live streaming companies that you have determined to be the most directly comparable
in light of a similar revenue model and sector focus, the same geographic location coverage,
and the fact that they are listed on major U.S. stock exchanges. Please disclose whether
the board considered other factors such as the greater scale of HUYA and DouYu in terms
of revenue, registered users, active users, and paying users in arriving at its conclusion
that the valuation implied by the business combination is favorable, or advise.
Response:
The disclosure on page 72 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Scienjoy Inc., page 130
5. We
note your response to prior comment 11. Please consider disaggregating and discussing
the revenues by the timing of transfer of goods or services (i.e. consumables and time-based
virtual items). We refer you to Section III.B of SEC Release No. 33- 8350. In addition,
as you update your financial statements for the fiscal year ending December 31, 2019,
note that ASC 606-10-55-91(f) provides the timing of transfer of goods or services as
an example of a category that might be appropriate for disaggregating revenue.
Response:
The disclosure on page 132 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Revenue,
page 133
6. We
note your response to prior comment 10. Please consider disclosing and discussing ARPPU
by platform for each period presented.
Response:
The disclosure on page 132 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
February 13, 2020
Page
4
Critical
Accounting Policies and Estimates
Recent
Accounting Pronouncements, page 140
7. We
note that in response to prior comment 11, you revised your disclosure to state that
Scienjoy has concluded that the adoption of ASC 606 will not have any material impact
on Scienjoy’s consolidated financial statements and no material differences will
exist between Scienjoy’s future adoption of ASC 606 and its accounting to date
under ASC 605. However, you state in the Critical Accounting Policies and Estimates for
Recent Accounting Pronouncements on page 140 that the company is continuing to evaluate
the impact its pending adoption of Topic 606 will have on the consolidated financial
statements. Please revise.
Response:
The disclosure on page 140 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Please
call me at 212-407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Giovanni Caruso
Giovanni
Caruso
Partner