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Xiaowu He

Filed: 23 Aug 21, 3:02pm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. __)

 

Scienjoy Holding Corporation
(Name of Issuer)

 

Ordinary Shares
(Title of Class of Securities)

 

G7864D112
(CUSIP Number)

 

Heshine Holdings Limited

Xiaowu He

3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China 100029

+0086 018610932235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 11, 2021
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Page 2

 

SCHEDULE 13D

 

CUSIP No.G7864D112 

 

1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Heshine Holdings Limited
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3SEC USE ONLY
 
4SOURCE OF FUNDS (See Instructions)
OO
5CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7SOLE VOTING POWER
7,019,766
8SHARED VOTING POWER
10,950,834
9SOLE DISPOSITIVE POWER
7,019,766
10SHARED DISPOSITIVE POWER
10,950,834

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,970,600
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.41% (1)
14TYPE OF REPORTING PERSON (See Instructions)
CO

 

(1)Calculation is based on 30,764,641 Ordinary Shares issued and outstanding as of May 25, 2021. as reported in the Issuer’s Registration Statement on Form F-3 effective on July 11, 2021 (Registration Number 333-256714).

 

 

Page 3

 

CUSIP No.G7864D112 

 

1NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Xiaowu He
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3SEC USE ONLY
 
4SOURCE OF FUNDS (See Instructions)
OO
5CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6CITIZENSHIP OR PLACE OF ORGANIZATION
Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7SOLE VOTING POWER
7,019,766
8SHARED VOTING POWER
10,950,834
9SOLE DISPOSITIVE POWER
7,019,766
10SHARED DISPOSITIVE POWER
10,950,834

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,970,600
12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.41% (1)
14TYPE OF REPORTING PERSON (See Instructions)
IN

 

(1)Calculation is based on 30,764,641 Ordinary Shares issued and outstanding as of May 25, 2021. as reported in the Issuer’s Registration Statement on Form F-3 effective on July 11, 2021 (Registration Number 333-256714).

 

 

Page 4

 

Item 1.Security and Issuer

 

The title and class of equity securities to which this Statement on Schedule 13D (the “Schedule 13D”) relates are the ordinary shares, with no par value of Scienjoy Holding Corporation, a British Virgin Islands corporation (the “Issuer” and such shares, the “Ordinary Shares”). The Issuer’s principal executive office is located at 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China.

 

Item 2.Identity and Background

 

The Schedule 13D is being jointly filed by Heshine Holdings Limited (“Heshine”), a company organized under the laws of the British Virgin Islands, and Xiaowu He, a citizen of Canada (each a “Reporting Person”, and, collectively, the “Reporting Persons”).

 

The Reporting Persons entered into a Joint Filing Agreement on August 23, 2021 (the “Joint Filing Agreement”), pursuant to which they have agreed to file the Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 2.

 

Heshine is a company established for the purpose of holding shares of stock in other companies. The principal office of Heshine is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

 

Xiaowu He is the sole shareholder, director and executive officer of Heshine. Xiaowu He is a citizen of Canada with the business address located at 3rd Floor, JIA No. 34, Shenggu Nanli, Chaoyang District, Beijing, P.R. China.

 

The principal occupation of Xiaowu He is the Chairman and Executive Officer of the Issuer. The principal business of the Issuer is the show live streaming video entertainment social platform business. The address of the Issuer reported in Item 1 of this Schedule 13D is incorporated herein by reference.

 

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Considerations

 

The Reporting Persons have acquired the shares reported in this Schedule 13D as a result of distribution (“Distribution”) of all Ordinary Shares held by Lavacano Holdings Limited (“Lavacano”) to its two shareholders for no consideration: Heshine and Tongfang Stable Fund, a Cayman Islands exempted company (“TF”).

 

 

Page 5

 

Item 4.Purpose of Transaction

 

The description in Item 3 of this Schedule 13D is incorporated herein by reference.

 

Pursuant to a Share Distribution and Conversion Rights Assignment Agreement (the “Share Distribution Agreement”) dated August 11, 2021, by and among the Issuer, Lavacano, Heshine and TF, Lavacano distributed 7,019,766 and 10,950,834 Ordinary Shares to Heshine and TF, respectively, each for no consideration.

 

Before the Distribution, Lavacano acquired 17,970,600 Ordinary Shares as a result of the closing of a business combination contemplated under that certain Share Exchange Agreement dated as of October 28, 2019 (the “Share Exchange Agreement”) and will acquire additional earnout shares if certain earnout targets are achieved by the Issuer. In addition, pursuant to the Share Exchange Agreement, if the Issuer reclassifies its capital shares into two classes, i.e. class A ordinary shares with one vote per share and class B ordinary shares with ten votes per shares (the “Reclassification”), certain amount of the Ordinary Shares that Lavacano already acquired and may acquire as additional earnout shares will automatically be converted into class B ordinary shares on 1:1 (the “Conversions” and such conversion rights, the “Conversion Rights” and such converted shares, the “Conversion Shares”). Given that the Distribution occurred prior to the anticipated Reclassification, pursuant to the Share Distribution Agreement, Lavacano assigned to Heshine any and all Conversion Rights in connection with the Conversion Shares, including, without limitation, the rights to convert 2,625,058 Ordinary Shares (which are among the 7,019,766 Ordinary Shares distributed to Heshine in the Distribution) to the same amount of class B ordinary shares, and the Issuer provided the written consent to such assignment. Furthermore, under the Share Distribution Agreement, (1) each of TF and Heshine irrevocably and unconditionally agrees to vote all securities of Issuers that such party owns from time to time, including the Ordinary Shares distributed to each such party in the Distribution, in favor of the Reclassification and the Conversions, and (2) TF irrevocably constituted and appointed Heshine and any designee thereof as its proxies to vote or act in written consent with respect to those shares in accordance with the aforementioned voting arrangement. With respect to the additional earnout shares of the Issuer that Lavacano may acquire from the Issuer in the future, assuming that such issuance will occur after the Reclassification, under the Share Distribution Agreement, (1) Lavacano agreed to, within ten (10) business days following such issuance, distribute such shares to TF and Heshine pro rata, out of which the Conversion Shares converted therefrom will only be distributed to Heshine, and (2) to the extent that any such Conversion Shares have not been distributed to Heshine, Lavacano irrevocably constituted and appointed Heshine and any designee thereof, as its proxies to vote or act by written consent with respect to any and all of such Conversion Shares with regard to any question, action, resolution, election or other matter presented to the shareholders of the Issuer for vote or approval. The Issuer has acknowledged both proxies granted in the Share Distribution Agreement.

 

A copy of the Share Distribution Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing summary of the Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of Exhibit 1.

 

Pursuant to the Share Exchange Agreement, the Issuer currently plans to use its reasonable best efforts to complete the Reclassification and the Conversions. While the proposal of Reclassification and Conversions requires the approval of Issuer’s shareholders, since (1) Heshine and TF in the aggregate hold more than fifty percent of the voting rights of the Issuer and (2) Heshine and TF have agreed to vote in favor of such proposal and TF has granted Heshine a proxy with respect to such vote under the Share Distribution Agreement, it is likely that the proposal of Reclassification and Conversions will be approved. Adoption of the dual-class structure and the conversion of certain Ordinary Shares held by Heshine into class B ordinary shares will result in further concentration of ownership held by Heshine.

 

Other than as described in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; however, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

 

Page 6

 

Item 5.Interest in Securities of the Issuer

 

(a)The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.

 

(b)(i) As of the date of this filing, Heshine has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition, as to the 7,019,766 Ordinary Shares directly held by it. In addition, Xiaowu He is the sole shareholder and sole director of Heshine and may be deemed to have the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition, as to the 7,019,766 Ordinary Shares directly held by Heshine.

 

(ii) As of the date of this filing, because the proxy granted in the Share Distribution Agreement, Heshine and TF may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition, as to the 10,950,834 Ordinary Shares directly held by TF. In addition, Xiaowu He is the sole shareholder and sole director of Heshine and may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition, as to the 10,950,834 Ordinary Shares directly held by TF.

 

The filing of this Schedule 13D shall not be construed as an admission that Heshine Holdings Limited or Xiaowu He is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

 

(c)Except as disclosed otherwise in the Schedule 13D, none of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days.

 

(d)None.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth in Item 3, 4 and 5 is hereby incorporated by reference in this Item 6.

 

Except as described above or elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D, and to the best of the knowledge of the Reporting Persons, between such persons and any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.Material to Be Filed as Exhibits

 

Exhibit No. Description
   
1 Share Distribution and Conversion Rights Assignment Agreement, dated August 11, 2021, by and among Lavacano Holdings Limited, Heshine Holdings Limited, Tongfang Stable Fund, and Scienjoy Holding Corporation.
2 Joint Filing Agreement, dated August 23, 2021, by and between Heshine Holdings Limited and Xiaowu He.

 

 

Page 7

 

Signature

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: August 23, 2021

 

 HESHINE HOLDINGS LIMITED
  
 By:/s/ Xiaowu He
 Name: Xiaowu He
 TitleDirector
   
  /s/ Xiaowu He
  Xiaowu He