SEC Company Response from Scienjoy Holding Corp (SJ) (CIK 0001753673) (SJ) — Mar 24, 2020
Scienjoy Holding Corp (SJ) (CIK 0001753673)
Date: March 24, 2020 · CIK: 0001753673 · Accession: 0001213900-20-007282
AI Filing Summary & Sentiment
File numbers found in text: 001-38799
Referenced dates: February 27, 2020
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CORRESP
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filename1.htm
March 24, 2020
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Via Edgar
March 24, 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 February 14, 2020
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 February 27, 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.
Revised Preliminary Proxy Statement
on Schedule 14A
Risk Factors
The coronavirus outbreak in
China may weaken users' spending . . ., page 36
1. Your risk factor regarding the coronavirus outbreak addresses Chinese
consumers’ spending momentum. Please expand the risk factor to discuss the reasonably likely known effects of the coronavirus
on your business operations as a result of all of Scienjoy’s employees being located in China. To the extent material, address
the expected impact on your results of operation and financial condition for fiscal 2020.
Response: The disclosure
on page 36 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
March 24, 2020
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2
The Business Combination Proposal
Wealthbridge's Board's Reasons
for the Approval of the Business Combination, page 70
2. We note the revised disclosure regarding your financial advisor that you
have provided in response to prior comment 3. Please disclose whether any compensation was received or will be received by the
financial advisor, and clarify, if true, that the financial advisor did not recommend the amount of consideration to be paid. Refer
to Items 1015(b)(4) and (5) of Regulation M-A. Also, please reconcile the disclosure regarding your financial advisor's valuation
assessment with the disclosure on pages 10, 53, and 73 that the board of directors did not obtain a fairness opinion from an unaffiliated
third party on which to base its assessment.
Response: The disclosure
on pages 10, 53 and 73 of the Amended Proxy Statement has been revised in accordance with the Staff’s comment.
Directors, Executive Officers, Executive
Compensation and Corporate Governance
Compensation of Officers and Directors
of Scienjoy, page 157
3. Please disclose fiscal year 2019 compensation information related to Scienjoy's
named executive officers who will become executive officers of the company following the business combination.
Response: The disclosure
on page 157 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