6-K

Scienjoy Holding Corp (SJ)

6-K 2022-12-12 For: 2022-09-30
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16OR 15D-16 UNDER

THE SECURITIES EXCHANGEACT OF 1934

For the month of December 2022

Commission File Number: 001-38799

SCIENJOY HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Room 1118, 11^th^ Floor, Building 3,Wangzhou Rd. No.99, Liangzhu Street

Yuhang District, Hangzhou,Zhejiang

People’s Republicof China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

Scienjoy Holding Corporation. (the “Company”) is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the nine months ended September 30, 2022 and incorporate such financial statements into the Company’s registration statements referenced below.

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-256373), Form F-3 (Registration Number 333-256714), Form F-3 (Registration Number 333-254818) and Form F-3 (Registration Number 333-259951), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

FORWARD-LOOKING INFORMATION

Certain statements made in this Form 6-K are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Form 6-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; the ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this Form 6-K are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this Form 6-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Scienjoy Holding Corporation
Date: December 12, 2022 By: /s/ Xiaowu He
Name: Xiaowu He
Title: Chief Executive Officer

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EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release, dated December 12, 2022.

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Exhibit 99.1

Scienjoy Holding Corporation Reports InterimNine months ended September 30, 2022 Unaudited Financial Results

Revenues up 21.2% Year Over Year

Income from Operations up 15.3% Year OverYear

BEIJING, December 12, 2022 /PRNewswire/ — Scienjoy Holding Corporation (“Scienjoy”, the “Company”, or “We”) (NASDAQ: SJ), a leading live entertainment mobile streaming platform in China, today announced its unaudited financial results for the nine months ended September 30, 2022.


Nine Months 2022 Operating and Financial Highlights

Total<br>net revenues increased by 21.2% to RMB1,419.4 million (US$199.5 million) for the nine months ended September 30, 2022 from RMB1,171.2<br>million in the same period of 2021.
Gross<br>profit increased by 19.7% to RMB278.2 million (US$39.1 million) for the nine months ended September 30, 2022 from RMB232.4 million in<br>the same period of 2021.
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Income<br>from operations increased by 15.3% to RMB169.3 million (US$23.8 million) for the nine months ended September 30, 2022 from RMB146.8 million<br>in the same period of 2021.
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Net<br>income attributable to the Company’s shareholders was RMB189.4 million (US$26.6 million) for the nine months ended September 30,<br>2022, compared to RMB237.5 million in the same period of 2021.
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Adjusted<br>net income attributable to the Company’s shareholders was RMB172.5 million (US$24.2 million) for the nine months ended September<br>30, 2022, compared RMB182.6 million in the same period of 2021.
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Total<br>paying users were 596,449 for the nine months ended September 30, 2022, compared to 648,465 in the same period of 2021.
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Active<br>broadcasters were 126,518 for the nine months ended September 30, 2022, compared to 250,497 in the same period of 2021.
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As<br>of September 30, 2022, the Company had cash and cash equivalents of RMB158.8 million (US$22.3 million), compared to RMB240.9 million<br>as of December 31, 2021.
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Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “During the nine months ended September 2022, we generated another record financials with total net revenues and income from operations increased by 21.2% and 15.3%, respectively, compared with the same period of last year. Despite facing a challenging macroeconomic backdrop, we still delivered healthy growth which demonstrates our capability in providing attractive content on our integrated live streaming platforms while maintaining high level of operating efficiency. We identified several key objectives and strategies for today’s challenging market environment to propel us to a growth trajectory. Specifically, we will continue our efforts to attract more users by offering more high-quality content and enhancing features on our live streaming platforms. We are confident that our core competencies in attractive content output and business resilience have built a solid foundation for our future development. Also, we will continue our strategic initiatives to develop the live streaming metaverse project by investing in cutting-edge technology, including virtual reality, augmented reality, and artificial intelligence technologies. In addition to the live streaming metaverse, we plan to construct the full ecology of mobile live streaming to extend and diversify our business lines. We believe that the construction of full ecology of mobile live streaming is not only driving continued strong results but is also setting us part from other platforms in the industry. Looking ahead, we strive to scale up our business by leveraging the advantages of our valuable assets and experienced team, improve users’ experience on our platforms, and create value for our shareholders.”

Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “Despite the uncertain macroeconomic environment, our adjusted net income attributable to the Company’s shareholders only decreased by RMB10 million. Our net income attributable to the Company’s shareholders decreased by RMB48 million but such decrease was mainly caused by certain items which has no impact on our actual operation including RMB41 million accounting impact, RMB25 million decrease in investment income and RMB7 million increase in income tax expenses. Our operation remains healthy as our income from operation increased by 15.3% to RMB169.3 million (US$23.8 million) compared with the same period in 2021. The financial results show that our strategy to scale our business has achieved substantial growth in revenue and other key metrics, which demonstrate the resilience of our business model, the efforts we have put into improving operating efficiency and the successful execution of our development strategy. We expect this trend to be continued and we expect to make considerable progress on our key strategic initiatives. We believe our talented team will continue its capability to execute our strategic initiatives at lower cost with high efficiency and greater insight. We will continue to improve our platforms, offering the unparalleled experience to our users and staying at the forefront of industry innovation. We expect to benefit from all the steps we have taken thus far and believe we are on track to achieve our long-term revenue and growth targets.”


Nine Months 2022 Financial Results


Total net revenues increased by 21.2% to RMB1,419 million (US$199.5 million) for the nine months ended September 30, 2022 from RMB1,171.2 million in the same period of 2021. This increase was driven by more quality content provided through our integrated multiple live streaming platforms including Hongren platforms we acquired in January 2022. For the nine months ended September 30, 2022, the number of paying user was 596,449, decreased from 648,465 paying user for the nine months ended September 30, 2021. Our paying ratio increased from 3.7% for the nine months ended September 30, 2021 to 5.4% for the nine months ended September 30, 2022. Our average ARPPU increased by 31%, from RMB1,787 for the nine months ended September 30, 2021 to RMB2,345 for the nine months ended September 30, 2022. ****

Cost of revenues increased by 21.6% to RMB1,141.2 million (US$160.4 million) for the nine months ended September 30, 2022 from RMB938.8 million in the same period of 2021. The increase was primarily attributable to a 27.6%, or RMB221.3 million, year-over-year increase in the Company’s revenue sharing fees and content costs, which was consistent with the growth of the Company’s overall live streaming operations for the nine months ended September 30, 2022. ****

Gross profit increased by 19.7% to RMB278.2 million (US$39.1 million) for the nine months ended September 30, 2022 from RMB232.4 million in the same period of 2021.

Total operating expenses for the nine months ended September 30, 2022 increased by 27.4% to RMB108.9 million (US$15.3 million) for the nine months ended September 30, 2022 from RMB85.6 million in the same period of 2021.

Sales<br>and marketing expenses significantly decreased by 61.9% to RMB1.4 million (US$201,000) for the nine months ended September 30, 2022 from<br>RMB3.7 million in the same period of 2021, primarily due to fewer marketing activities.
General<br>and administrative expenses increased by19.8% to RMB46.3 million (US6.5 million) for the nine months ended September 30, 2022 from RMB38.6<br>million in the same period of 2021. The increase was primarily caused by more consulting and professional fees due to the expansion of<br>the Company, higher employee salary and welfare and amortization of intangible assets.
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Research<br>and development expenses increased by 35.0% to RMB53.7 million (US$7.6 million) for the nine months ended September 30, 2022 from RMB39.8<br>million in the same period of 2021. The increase was due to higher R&D headcount.
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Provision<br>for doubtful accounts increased by 121.8% to RMB7.6 million (US$1.1 million) for the nine months ended September 30, 2022 from RMB3.4<br>million in the same period of 2021. The increase was due to slowly collection.
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Income from operations increased by 15.3% to RMB169.3 million (US$23.8 million) for the nine months ended September 30, 2022 from RMB146.8 million in the same period of 2021.


Change in fair value of contingent consideration decreased to RMB16.1 million (US$2.3 million) for the nine months ended September 30, 2022 from RMB45.5 million in the same period of 2021. Change in fair value of contingent consideration is derived from the Company’s reverse recapitalization with Wealthbridge Acquisition Limited on May 7, 2020, acquisition of Beelive on August 10, 2020, and acquisition of Hongren on January 1, 2022 which involved payments of future contingent consideration upon the achievement of certain financial performance targets and specific market price levels. Earn out liabilities are recorded for the estimated fair value of the contingent consideration on the merger date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized as either income or expense.


Change in fair value of warrants liabilitydecreased to RMB10.3 million (US$1.5 million) for the nine months ended September 30, 2022 from RMB21.8 million in the same period of 2021. The Company’s warrants assumed from SPAC acquisition that have complex terms, such as a clause in which the warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash upon a fundamental transaction that is considered outside of the control of management are considered to be a derivative that are recorded as a liability at fair value. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

Change in fair value of investment in marketablesecurity decreased to RMB1.4 million (US$192,000) for the nine months ended September 30, 2022 from RMB27.6 million for the same period of 2021. In January 2021, the Company, through its wholly owned subsidiary, Scienjoy Inc., purchased from Cross Wealth Investment Holding Limited, an entity related to two directors of the Company, 606,061 ordinary shares of Goldenbridge Acquisition Limited (“Goldenbridge”) for an aggregated consideration of US$2 million. Goldenbridge was formed as a special purpose acquisition company. The investment was classified as investment in marketable security, which is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

Investment income


On October 9, 2021, the Company signed an investment agreement to invest up to RMB 150 million into Qingdao Sixiang Zhuohong Private Equity LP (“Qingdao LP”), which further invests in broadcaster, IT, Big Data, Artificial Intelligence and logistic industry. The Qingdao LLP is managed by two unrelated general partners (GPs). The Company, as a Limited partner, neither participate in the daily operation of Qingdao LP, nor has the exclusive rights to control the partnership meeting and investment decisions. As a result, the Company considers it has significant influence on this investment based on its voting power. For the nine months ended September 30, 2022, the Company recorded shares of income of RMB 854,000 (US$120,000).

Net income decreased to RMB191.7 million (US$26.9 million) for the nine months ended September 30, 2022 from RMB237.5 million in the same period of 2021. The decrease primary due to decrease of RMB29.4 million in change in fair value of contingent consideration, decrease of RMB26.2 million in change in fair value of investment in marketable security and decrease of RMB11.5 million in change in fair value of warrants liability, offset by increase of RMB22.4 million in income from operations as described above.

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Net income attributable to the Company’sshareholders decreased to RMB189.4 million (US$26.6 million) for the nine months ended September 30, 2022 from RMB237.5 million in the same period of 2021.


Adjusted net income attributable to theCompany’s shareholders decreased to RMB172.5 million (US$24.2 million) for the nine months ended September 30, 2022 from RMB182.6 million in the same period of 2021.

Basic and diluted net income attributable tothe Company’s shareholders per ordinary share were both RMB4.92 (US$0.69) for the nine months ended September 30, 2022. In comparison, basic and diluted net income attributable to the Company’s shareholders per ordinary share were both RMB7.73 in the same period of 2021.

Adjusted basic and diluted net income attributableto the Company’s shareholders per ordinary share were both RMB4.48 (US$0.63) for the nine months ended September 30, 2022. In comparison, adjusted basic and diluted net income attributable to the Company’s shareholders per ordinary share were both RMB5.94 in the same period of 2021.

As of September 30, 2022, the Company had cash and cash equivalents of RMB158.8 million (US$22.3 million), which represented a decrease of 34.1% from RMB240.9 million as of December 31, 2021.


Business Outlook

The Company expects its total net revenues to be in the range of RMB445 million to RMB515 million in the fourth quarter of 2022. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly in respect to the potential impact of COVID-19 on the economy in China and other markets around the world.

About Scienjoy Holding CorporationLimited

Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service ecosystem to delight and entertain users. With approximately 250 million registered users, Scienjoy currently operates four livestreaming platform brands, including Showself, Lehai, Haixiu, and BeeLive, which features both the Mifeng Chinese version and BeeLive International version. Scienjoy uniquely combines a gamified business approach to livestreaming, in-depth knowledge of the livestreaming industry, and cutting-edge technologies such as blockchain, augmented reality (AR), virtual reality (VR), and big data, to create a unique user experience. Scienjoy is devoted to building a livestreaming Metaverse to provide users with the ultimate immersive experience, a social media network that transcends time and space, a digital community that spans virtual and physical reality, and a content-rich ecosystem. For more information, please visit http://ir.scienjoy.com/.


Use of Non-GAAP Financial Measures

Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. Adjusted basic and diluted net income per ordinary share is non-GAAP net income (loss) attributable to ordinary shareholders divided by weighted average number of ordinary shares used in the calculation of non-GAAP basic and diluted net income per ordinary share. The non-GAAP financial measures are presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with US GAAP.

For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of this release.

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Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB7.1135 to US$1.00, the noon buying rate in effect on September 30, 2022, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB amounts could have been, or could be, converted, realized or settled in U.S. dollars at that rate on September 30, 2022, or at any other rate.


Safe Harbor Statement

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

Investor Relations Contact

Denny Tang

Chief Financial Officer

Scienjoy Holding Corporation

+86-10-64428188

ir@scienjoy.com

Tina Xiao

Ascent Investor Relations

+1 (917) 609-0333

tina.xiao@ascent-ir.com

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share and per share data or otherwise stated)

As of<br> December 31, As of<br> September 30,
2021 2022 2022
RMB RMB
ASSETS
Current assets
Cash and cash equivalents 240,947 158,794
Accounts receivable, net 206,307 318,623
Prepaid expenses and other current assets 165,409 112,965
Amounts due from related parties 1,059 1,052
Investment in marketable security 38,789 40,156
Total current assets 652,511 631,590
Property and equipment, net 1,674 2,444
Intangible assets, net 235,870 420,783
Goodwill 92,069 172,781
Long term investment 101,727 179,581
Long term deposits and other assets 1,152 1,160
Deferred tax assets 4,352 4,633
Right of use assets - 9,542
Total non-current assets 436,844 790,924
TOTAL ASSETS 1,089,355 1,422,514
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable 85,801 37,648
Accrued salary and employee benefits 24,533 14,144
Accrued expenses and other current liabilities 16,181 10,964
Current portion of contingent consideration – earn-out liability 10,638 9,727
Warrant liabilities 10,324 441
Income tax payable 8,282 17,633
Bank loan - 5,000
Deferred revenue 65,405 91,283
Lease liabilities-current - 4,010
Total current liabilities 221,164 190,850
Non-current liabilities
Deferred tax liabilities 58,746 61,590
Contingent consideration – earn-out liability - 4,722
Lease liabilities-non-current - 5,152
Total non-current liabilities 58,746 71,464
TOTAL LIABILITIES 279,910 262,314
Commitments and contingencies Shareholders’ equity*
Ordinary share, no par value, unlimited shares authorized, 28,219,583 Class A ordinary shares and 2,625,058 Class B ordinary shares issued and outstanding as of December 31, 2021, 36,623,168 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of September 30, 2022, respectively*
Class A ordinary shares 140,196 415,258
Class B ordinary shares 13,041 23,896
Shares to be issued 128,119 -
Statutory reserves 31,775 35,759
Retained earnings 479,199 664,577
Accumulated other comprehensive income 17,115 18,414
Total shareholders’ equity 809,445 1,157,904
Non-controlling interests - 2,296
Total equity 809,445 1,160,200
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1,089,355 1,422,514

All values are in US Dollars.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME AND COMPREHENSIVE INCOME

(All amounts in thousands, except share and per share data or otherwise stated)

For nine months ended
September 30, September 30, September 30,
2021 2022 2022
RMB RMB US
Live streaming - consumable virtual items revenue 1,133,248 1,377,720
Live streaming - time based virtual items revenue 25,527 21,037
Technical services and others 12,416 20,658
Total revenues 1,171,191 1,419,415
Cost of revenues (938,797 ) (1,141,205 ) )
Gross profit 232,394 278,210
Operating expenses
Sales and marketing expenses (3,746 ) (1,427 ) )
General and administrative expenses (38,606 ) (46,253 ) )
Provision for doubtful accounts (3,405 ) (7,552 ) )
Research and development expenses (39,793 ) (53,716 ) )
Total operating expenses (85,550 ) (108,948 ) )
Income from operations 146,844 169,262
Change in fair value of contingent consideration 45,463 16,065
Change in fair value of warrants liability 21,830 10,340
Change in fair value of investment in marketable security 27,648 1,368
Investment income - 854
Interest income 2,246 2,000
Interest expense (364 ) (37 ) )
Other income (expenses), net (84 ) 6,110
Foreign exchange loss, net (34 ) (1,112 ) )
Income before income taxes 243,549 204,850
Income tax expenses (6,044 ) (13,192 ) )
Net income 237,505 191,658
Less: net income attributable to noncontrolling interest - 2,296
Net income attributable to the Company’s shareholders 237,505 189,362
Other comprehensive income:
Other comprehensive income - foreign currency translation adjustment 825 1,299
Comprehensive income 238,330 192,957
Less: comprehensive income attributable to non-controlling interests - 2,296
Comprehensive income attributable to the Company’s shareholders 238,330 190,661
Weighted average number of shares:
Basic 30,728,931 38,518,087
Diluted 30,728,931 38,524,528
Earnings per share:
Basic 7.73 4.92
Diluted 7.73 4.92

All values are in US Dollars.

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Reconciliations of Non-GAAP Results

(All amounts in thousands, except share and per share data or otherwise stated)

For the nine months ended
September 30, September 30, September 30,
2021 2022 2022
RMB RMB US
Net income attributable to the Company’s shareholders 237,505 189,362
Less:
Change in fair value of contingent consideration 45,463 16,065
Change in fair value of warrants liability 21,830 10,340
Share based compensation (12,367 ) (9,515 ) )
Adjusted net income attributable to the Company’s shareholders* 182,579 172,472
Adjusted net income per ordinary share
Basic 5.94 4.48
Diluted 5.94 4.48

All values are in US Dollars.

“Adjusted net income attributable to the Company’s shareholders” is defined as net income attributable to the Company’s shareholders excluding change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. For more information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end of this press release.

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