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CORRESP
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Scienjoy Holding Corporation

RM 1118, 11th Floor, Building 3, No.
99 Wangzhou Rd., Liangzhu St.

Yuhang District, Hangzhou, Zhejiang Province, 311113, China

(86) 0571 8858 6668

VIA EDGAR

July 17, 2023

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Becky Chow, Stephen Krikorian

 Re: Scienjoy
Holding Corporation (the “Company”)

Form 20-F filed April 28, 2023

Form 20-F/A filed May 12, 2023

File No. 001-38799

Dear Sir/Madam:

We have set forth below responses to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated July 5, 2023, (the “Staff’s Letter”), with respect to the
Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, as amended (the “Annual
Report”). The numbered paragraphs below correspond to the numbered comments in the Staff’s Letter and the Staff’s
comments are presented in bold Italics.

Form 20-F/A filed on May 12, 2023

Controls and procedures, page 1

 1. We
note your disclosure that management has determined that your internal control over financial reporting (“ICFR”) was not
effective as of December 31, 2022 due to certain material weakness. However, we also note your disclosure that your management, with
the participation of your chief executive officer and chief financial officer, has concluded that disclosure controls and procedures
(“DCP”) were effective as of the end of the period covered by this report. Please explain to us how you concluded DCP were
effective while ICFR was determined not to be effective.

The Company respectfully acknowledges the Staff’s
comment, and will revise Item 15 of its Annual Report to disclose management’s determination that the Company’s disclosure
controls and procedures were not effective as of December 31, 2022. The Company has attached draft Amendment No. 3 to the Annual
Report including amended Item 15 hereto as Annex A.

Form 20-F filed on April 28, 2023

Introduction, page iii

 2. At
the onset of introduction, please disclose prominently that you are not a Chinese operating company but a British Virgin Islands holding
company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based
in China and that this structure involves unique risks to investors. Explain whether the VIE structure is used to replicate foreign investment
in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors
may never directly hold equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in your operations and/or value of your common
stock, including that it could cause the value of such securities to significantly decline or become worthless.

In response to the Staff’s
comment, the Company will revise the Introduction to the Annual Report to include the disclosures described above. The Company has attached
draft Amendment No. 3 to the Annual Report including the amended Introduction hereto as Annex A.

If you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filing, please call or email our legal counsel, Lan Lou
at (917) 661-8175 or loul@junhe.com. Thank you for your time and attention to this filing.

    Yours sincerely,

    SCIENJOY HOLDING CORPORATION

    Name: Xiaowu He

    /s/ Xiaowu He

    Title: Chief Executive Officer

cc: Lan Lou, Esq.

ANNEX A

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

FORM 20-F/A

(Amendment No. 3)

(Mark
One)

☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2022.

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date
of event requiring this shell company report

For
the transition period from           to

Commission
File Number: 001-38799

SCIENJOY
HOLDING CORPORATION

(Exact
name of Registrant as specified in its charter)

N/A

(Translation
of Registrant’s name into English)

British
Virgin Islands

(Jurisdiction
of incorporation or organization)

RM
1118, 11th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St.

Yuhang
District, Hangzhou, Zhejiang Province, 311113, China

(86)
0571 8858 6668

(Address
of principal executive offices)

Xiaowu
He

Chief
Executive Officer

RM
1118, 11th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St.

Yuhang
District, Hangzhou, Zhejiang Province, 311113, China

(86)
0571 8858 6668

Email:
xiaowu.he@scienjoy.com

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities
registered or to be registered pursuant to Section 12(b) of the Act:

    Title
    of each class

    Trading
    Symbol

    Name
    of each exchange on which registered

    Class
    A Ordinary shares, no par value

    SJ

    Nasdaq
    Capital Market

Securities
registered or to be registered pursuant to Section 12(g) of the Act: None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate
the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered
by the annual report.

36,684,668
Class A ordinary shares and 2,925,058 Class B ordinary shares were issued and outstanding as of December 31, 2022.

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes     ☒
No

If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.

☐ Yes     ☒
No

    Note
    –
    Checking
    the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 from their obligations under those Sections.

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes     ☐
No

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

☒ Yes     ☐
No

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):

    Large
    accelerated filer  ☐

    Accelerated
    file  ☐

    Non-accelerated
    filer  ☒

    Emerging
    growth company  ☒

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. ☐

    †
    The
    term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
    Board to its Accounting Standards Codification after April 5, 2012.

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☐

Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    U.S.
    GAAP

    International
    Financial Reporting Standards as issued by the International Accounting Standards Board

    Other

    ☒

    ☐

    ☐

If
“other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.

☐ Item
17     ☐ Item 18

If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

☐
Yes     ☒ No

(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐
Yes     ☐ No

    Auditor Name:
    Auditor Location:
    Auditor Firm ID:

    OneStop Assurance PAC
    Singapore
    6732

EXPLANATORY NOTE

 This Amendment No. 3 on Form 20-F/A (the “Amendment
No. 3”) is being filed by Scienjoy Holding Corporation (the “Company,” “we,” “our,” or “us”)
to amend the Introduction and Item 15 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31,
2022, originally filed with the U.S. Securities Exchange Commission (the “SEC”) on April 28, 2023 (the “Original
Filing”), as amended on May 8, 2023 (the “Amendment No. 1”) and May 12, 2023 (the “Amendment No. 2”). The
Company is filing this Amendment No. 3 in response to SEC comments.

This Amendment No. 3 consists solely of the cover page, this explanatory
note, and Introduction of the Annual Report on Form 20-F, amended Item 15, and certifications by our chief executive officer and chief
financial officer. This Amendment No. 3 does not affect any other parts of, or any other exhibits to, the Original Filing, Amendment No.
1, or Amendment No. 2 nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment No. 3 should
be read in conjunction with the Original Filing, Amendment No. 1, and Amendment No. 2 and with our filings with the U.S. Securities Exchange
Commission subsequent to the Original Filing.

Table
of Contents

    Introduction

    1

    Item 15.
    Controls and Procedures
    2

    Item 19.
    Exhibits
    3

    i

INTRODUCTION

On May 7, 2020, Scienjoy
Holding Corporation, formerly known as Wealthbridge Acquisition Limited (“Wealthbridge”), consummated the transactions contemplated
by the Share Exchange Agreement (the “Share Exchange Agreement”), dated as of October 28, 2019, by and among SHC, Scienjoy,
Lavacano Holdings Limited (“Lavacano”), and WBY Entertainment Holdings Ltd. (“WBY”, together with Lavacano, the
“Sellers”), pursuant to which SHC acquired 100% the issued and outstanding equity interests of Scienjoy from the Sellers and
changed its name to Scienjoy Holding Corporation.

Scienjoy Holding Corporation
is not a Chinese operating company but a British Virgin Islands holding company with operations conducted by its subsidiaries and through
contractual arrangements with the variable interest entities, or “VIEs,” based in China. Scienjoy Holding Corporatiorin currently
operates majority of the businesses in China through Zhihui Qiyuan (Beijing) Technology, Co. Ltd. (“Zhihui Qiyuan”), Sixiang
Qiyuan (Hangzhou) Culture Technology Co., Ltd. (“Sixiang Qiyuan”) and their respective subsidiaries. Zhihui Qiyuan and its
subsidiaries are referred to as Zhihui Qiyuan VIEs in this annual report. Sixiang Qiyuan and its subsidiaries are referred to as Sixiang
Qiyuan VIEs in this annual report. Zhihui Qiyuan VIEs and Sixiang Qiyuan VIEs are collectively referred to as the “VIEs” in
this annual report.

The VIE structure is used
to provide investors with exposure to foreign investment in China-based companies where PRC law prohibits direct foreign investment in
the operating companies in China. This structure involves unique risks to investors. There are contractual arrangements among our PRC
subsidiaries, the VIEs and their nominee shareholders. We have evaluated the guidance in FASB ASC 810 and concluded that we are the primary
beneficiary of the VIEs because of these contractual arrangements. Accordingly, under U.S. GAAP, the financial statements of the VIEs
are consolidated as part of our financial statements.

Investors
in our Class A Ordinary Shares thus are not purchasing equity interest in our operating entities in China but instead are purchasing equity
interest in a British Virgin Islands holding company. As used in this annual report, “SHC” refers to SCIENJOY HOLDING CORPORATION;
“we,” “us,” “our company,” “our,” or “the Company” refer to SCIENJOY HOLDING
CORPORATION and its subsidiaries; “our PRC subsidiaries” refer to our wholly foreign owned entities (the “WFOEs”),
Sixiang Infinite (Beijing) Technology Co., Ltd. (“WXBJ”), Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd. (“WXZJ”),
Scienjoy International Limited, and Scienjoy BeeLive Limited and their respective subsidiaries. The “VIEs” refer to the PRC
variable interest entities, including Zhihui Qiyuan VIEs and Sixiang Qiyuan VIEs. Zhihui Qiyuan VIEs include Zhihui Qiyuan (Beijing) Technology,
Co. Ltd. (智汇启源(北京)科技有限公司)
or Zhihui Qiyuan, a limited liability company organized and existing under the laws of the PRC, and Zhihui Qiyuan’s subsidiaries,
including Hai Xiu (Beijing) Technology Company Co. Ltd., Beijing Le Hai Technology Co. Ltd., Beijing Sixiang Shiguang Technology Co. Ltd.,
Sixiang Mifeng (Tianjin) Technology Co., Ltd (formerly known as Tianjin Guangju Dingfei Technology Co., Ltd.), Changxiang Infinite Technology
(Beijing) Co., Ltd., ZhiHui QiYuan (HaiNan) Investment Co., Ltd., HuaYuHeFeng (Qingdao) Technology Co., Ltd., Beijing Weiliantong Technology
Co., Ltd. Chuangda Zhihui (Beijing) Technology Co., Ltd (“CDZH”), and Beijing Huayi Dongchen Technology Co., Ltd. (“HYDC”),
each such company formed under PRC Law. Sixiang Qiyuan VIEs include Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd. and its subsidiaries,
including Xiuli (Zhejiang) Culture Technology Co., Ltd., Leku (Zhejiang) Culture Technology Co., Xiangfeng (Zhejiang) Culture Technology
Co., Ltd., and Hongren (Zhejiang) Culture Technology Co., Ltd., each such company formed under PRC Law.

Our corporate structure is
subject to risks associated with our contractual arrangements with the VIEs. The Company and its investors may never directly hold equity
interests in the businesses that are conducted by the VIEs. Uncertainties in the PRC legal system could limit our ability to enforce these
contractual arrangements, and these contractual arrangements have not been tested in a court of law. Because we do not hold equity interests
in the VIEs, we are subject to risks due to the uncertainty of the interpretation and application of the PRC laws and regulations regarding
VIEs and the VIE structure, including but not limited to regulatory review of overseas listing of PRC companies through a special purpose
vehicle, and the validity and enforcement of the contractual arrangements with the VIEs. We are also subject to the risk that the PRC
government could disallow the VIE structure, which would likely result in a material change in our operations and as a result the value
of our securities may depreciate significantly or become worthless. See “Risk Factors - R