Correspondence 0001213900-24-061546 from Scienjoy Holding Corp (SJ) (CIK 0001753673) (SJ)
Scienjoy Holding Corp (SJ) (CIK 0001753673)
Date: July 16, 2024 · CIK: 0001753673 · Accession: 0001213900-24-061546
AI Filing Summary & Sentiment
File numbers found in text: 333-280628
Referenced dates: July 10, 2024
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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
Telephone: (86) 0571 8858 6668
VIA EDGAR
July 16, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, D.C. 20549
Attn: Jeff Kauten
Jan Woo
Re:
Scienjoy Holding Corporation
Registration Statement on Form F-3
Filed July 1, 2024
File No. 333-280628
Dear Mr. Kauten,
Scienjoy Holding Corporation
(the “Company” or “we”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission, dated July 10, 2024 regarding the Company’s Registration
Statement on Form F-3 filed on July 1, 2024. For the Staff’s convenience, we have repeated below the Staff’s comments in bold,
and have followed each comment with the Company’s response. In response to the Staff’s comments, the Company is submitting
via Edgar a revised registration statement (the “Registration Statement”) with this response letter.
Registration Statement on Form F-3
Selling Shareholders, page 17
1. Please revise to include a brief description of the transactions through which the selling shareholders
acquired their Class A ordinary shares.
Response: In response to the Staff’s
comment, we have revised the disclosures on the page 18 of the Registration Statement.
2. Please file the statement of eligibility of trustee as an exhibit to your registration statement. Refer
to item 601(b)(25) of Regulation S-K.
Response: In response to the Staff’s
comment, we have revised the exhibit index on the page II-2 of the Registration Statement.
We thank the Staff for its
review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel, Lijia Sanchez
of Ellenoff Grossman & Schole LLP, at lsanchez@egsllp.com or by telephone at (212) 370-1300.
Very truly yours,
By:
/s/ Xiaowu He
Name:
Xiaowu He
Title:
Chief Executive Officer
cc:
Ellenoff Grossman & Schole LLP