6-K - SJ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2023

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 Republic of 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 ☐

EXPLANATORY NOTE

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into the registration statement of the Company on Form S-8 (Registration Number 333-256373), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 23, 2023.

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: June 23, 2023	By:	/s/ Xiaowu He
	Name:	Xiaowu He
	Title:	Chief Executive Officer

Exhibit 99.1

Scienjoy Reports Unaudited First Quarter 2023Financial Results

BEIJING, June 23, 2023 /PRNewswire/— Scienjoy Holding Corporation (“Scienjoy”, the “Company”, or “We”) (NASDAQ: SJ), a leading live entertainment mobile streaming platform in China, today announced its financial results for the first quarter ended March 31, 2023.

First Quarter2023 Operating and Financial Highlights

●	Total net revenues was RMB304.3 million (US$44.3 million) in the first quarter of 2023, as compared with RMB463.4 million in the same period of 2022.
●	Gross profit was RMB40.1 million (US$5.8 million) in the first quarter of 2023, as compared with RMB114.5 million in the same period of 2022. Gross margin was 13.2% in the first quarter of 2023, as compared with 24.7% in the same period of 2022.
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●	Net loss amounted to RMB5.5 million (US$0.8 million) in the first quarter of 2023, as compared with a net income of RMB83.2 million in the same period of 2022.
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●	Net loss attributable to the Company’s shareholders amounted to RMB3.2 million (US$0.5 million) in the first quarter of 2023, as compared with a net income attributable to the Company’s shareholders of RMB83.2 million in the same period of 2022.
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●	Adjusted net income attributable to the Company’s shareholders was RMB5.2 million (US$0.8 million) in the first quarter of 2023, as compared with RMB77.7 million in the same period of 2022.
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●	Total paying users were 181,974 in the first quarter of 2023, as compare with 248,988 in the same period of 2022.
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●	As of March 31, 2023, the Company had RMB179.7 million (US$26.2 million) in cash and cash equivalents, which represented an increase of RMB4.4 million from RMB175.3 million as of December 31, 2022.
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Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “The Metaverse and AI technology are revolutionizing how consumers interact with online entertainment. It not only provides consumers with more immersive, intelligent and personalized experiences but also unlocks exciting business opportunities for Scienjoy. That’s why we’re taking bold steps to reshape our business development plan. Our primary goal is to provide individuals worldwide with an extraordinary and personalized Metaverse Lifestyle. Through collaboration with our partners, we’re constructing an open Metaverse platform and ecosystem, integrating cutting-edge AIGC technology and leveraging our extensive online business expertise. Our unwavering focus is on delivering intelligent, diverse, and personalized Metaverse content and services that fully immerse users in this exhilarating new realm. Furthermore, we are strongly committed to expanding our global presence, beginning with the dynamic Middle East and North Africa (MENA) market. Our strategy involves introducing innovative metaverse products and services to establish our business as a prominent global force. We’re playing the long game, underpinned by a sustainable development strategy. Our exceptional team and unwavering dedication to innovation are our competitive advantages. We have complete confidence that not only will we maintain our leadership position in this Metaverse era, but we’ll also continually generate significant value.”

Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “Our adjusted net income attributable to the Company’s shareholders was RMB5.2 million (US$0.8 million) in the first quarter of 2023, demonstrating our strong profitability and our reliable and resilient business model. In addition, the increase in cash and cash equivalents of RMB4.4 million reflected our ability to maintain a healthy cash position. We remain focused on implementing strategies to explore growth potential in our business, capture the increasing opportunities in the Metaverse field, and globalize our business. Our key strategic priorities revolve around building a strong business presence in the Metaverse field and expanding our business internationally, especially in Middle-East, and our key operational priorities include enhancing user engagement, diversifying our revenue streams, and optimizing our platforms. We will continue to invest in research and development to drive innovation and enrich our product and service offerings. To further drive enterprise value, we will continue to manage our costs, improve our operational efficiency and accelerate profitable growth. We believe our long-term growth prospects remain intact. We appreciate the continued support of our shareholders and will continue our efforts to enhance our competitive position in the industry and our capability to make significant progress on business growth. We are confident in the trajectory that our business is on and believe 2023 will be a pivotal year for Scienjoy.”

First Quarter2023 Financial Results

Totalnet revenues decreased to RMB304.3 million (US$44.3 million) in the first quarter of 2023 from RMB463.4 million in the same period of 2022, primarily caused by decrease of paying users and average ARPPU due to competitive landscape of China’s mobile live streaming market.

Costof revenues decreased to RMB264.2 million (US$38.5 million) in the first quarter of 2023 from RMB349.0 million in the same period of 2022. This decrease was primarily attributable to a year-over-year decrease of RMB71.8 million, or 23.2%, in the Company’s revenue sharing fees and content costs, which was in line with the decrease of revenue in the first quarter of 2023 due to fewer marketing activities.

Grossprofit decreased to RMB40.1 million (US$5.8 million) in the first quarter of 2023 from RMB114.5 million in the same period of 2022. Gross margin in the first quarter of 2023 and 2022 was 13.2% and 24.7%

Totaloperating expenses decreased to RMB35.2 million (US$5.1 million) in the first quarter of 2023 from RMB36.2 million in the same period of 2022.

●	Sales and marketing expenses decreased to RMB0.2 million (US$30,000) in the first quarter of 2023 from RMB0.6 million in the same period of 2022, primarily due to fewer marketing activities.
●	General and administrative expenses decreased to RMB17.3 million (US$2.5 million) in the first quarter of 2023 from RMB19.1 million in the same period of 2022. This decrease was mainly caused by less consulting and professional fees as well as less employee salary and welfare as compared to the same period of 2022.
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●	Research and development expenses kept consistently at RMB16.8 million (US$2.4 million) in the same period of 2023 and 2022.
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●	Provision for doubtful accounts was RMB0.9 million (US$0.1 million) in the first quarter of 2023 as compared to a recovery of doubtful accounts of RMB0.3 million in the same period of 2022, due to slow collection.
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Changein fair value of contingent consideration amounted to a loss of RMB4.5 million (US$0.7 million) in the first quarter of 2023, as compared to a gain of RMB4.7 million in the same period of 2022. 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.

Changein fair value of warrant liabilitiesamounted to a loss of RMB1.9 million (US$0.3 million) in the first quarter of 2023, as compared with a gain of RMB4.5 million in the same period of 2022. 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 is 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.

Changein fair value of investment in marketable security increased to RMB1.6 million (US$0.2 million) in the first quarter of 2023 from RMB0.5 million in the same period of 2022. In January 2021, the Company, through its wholly owned subsidiary, Scienjoy Inc., purchased from Cross Wealth Investment Holding Limited, an entity related to one director 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 loss amounted to RMB0.2 million (US$32,000) in the first quarter of 2023, as compared with an investment income of RMB0.3 million in the same period of 2022. The investment loss (income) was primarily resulted from the Company’s investment in Qingdao Sixiang Zhuohong Private Equity LP (“Qingdao LP”), which is accounted for using equity method.

Net losswas RMB5.5 million (US$0.8 million) in the first quarter of 2023, compared with net income of RMB83.2 million in the same period of 2022.

Net loss attributableto the Company’s shareholders was RMB3.2 million (US$0.5 million) in the first quarter of 2023, compared with net income attributable to the Company’s shareholders of RMB83.2 million in the same period of 2022.

Adjustednet income attributable to the Company’s shareholdersdecreased to RMB5.2 million (US$0.8 million) in the first quarter of 2023 from RMB77.7 million in the same period of 2022.

Basicand diluted net loss attributable to the Company’s shareholders per ordinary sharein the first quarter of 2023 were RMB0.08(US$0.01). In comparison, basic and diluted net income per ordinary share in the same period of 2022 were RMB2.34.

Adjustedbasic and diluted net income attributable to the Company’s shareholders per ordinary share in the first quarter of 2023 were RMB0.13 (US$0.02). In comparison, adjusted basic and diluted net income per ordinary share in the same period of 2022 were RMB2.18**.**

As of March 31, 2023, the Company had cashand cash equivalents of RMB179.7 million (US$26.2 million) compared to RMB175.3 million as of December 31, 2022.

BusinessOutlook

The Company expects its total net revenues to be in the range of RMB 334 million to RMB 360 million in the second quarter of 2023. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly with respect to the potential impact of COVID-19 on the economy in China and other markets around the world.

About ScienjoyHolding Corporation

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 over 300 million registered users, Scienjoy currently operates five livestreaming platform brands, including Showself, Lehai, Haixiu, and BeeLive, which features both the Mifeng Chinese versionand BeeLive International version, and Hongle.tv. 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-GAAPFinancial 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.

ExchangeRate 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 RMB6.8676 to US$1.00, the noon buying rate in effect on March 31, 2023, 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 March 31, 2023, or at any other rate. ****

Safe HarborStatement

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. ****

InvestorRelations Contacts

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

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	As of<br><br> December 31,			As of March 31,
	2022			2023			2023
	RMB			RMB
ASSETS
Current assets
Cash and cash equivalents		175,292			179,703
Accounts receivable, net		316,657			239,381
Prepaid expenses and other current assets		115,170			112,760
Amounts due from related parties		1,115			-
Investment in marketable security		40,548			42,126
Total current assets		648,782			573,970
Property and equipment, net		2,735			2,492
Intangible assets, net		419,055			417,336
Goodwill		172,781			172,781
Long term investment		234,176			237,458
Long term deposits and other assets		953			928
Right-of-use assets		19,209			17,479
Deferred tax assets		4,337			5,187
Total non-current assets		853,246			853,661
TOTAL ASSETS		1,502,028			1,427,631
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Bank loan		5,000			5,000
Accounts payable		116,251			43,435
Accrued salary and employee benefits		12,428			14,767
Accrued expenses and other current liabilities		13,264			8,292
Current portion of contingent consideration – earn-out liability		4,336			8,854
Warrant liabilities		166			2,101
Income tax payable		13,531			17,973
Lease liabilities-current		7,174			9,229
Deferred revenue		93,383			88,416
Total current liabilities		265,533			198,067
Non-current liabilities
Deferred tax liabilities		61,236			60,881
Lease liabilities-non-current		12,773			9,826
Total non-current liabilities		74,009			70,707
TOTAL LIABILITIES		339,542			268,774
Commitments and contingencies Shareholders’ equity*
Ordinary share, no par value, unlimited Class A ordinary shares and Class B ordinary shares authorized, 36,684,668 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of December 31, 2022 and March 31,2023, respectively.
Class A ordinary shares		396,880			398,773
Class B ordinary shares		23,896			23,896
Shares to be issued		33,923			33,923
Treasury stocks		(16,482	)		(16,482	)		)
Statutory reserves		39,208			39,208
Retained earnings		665,099			661,949
Accumulated other comprehensive income		18,070			18,083
Total shareholders’ equity		1,160,594			1,159,350
Noncontrolling interest		1,892			(493	)		)
Total equity		1,162,486			1,158,857
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		1,502,028			1,427,631

All values are in US Dollars.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME AND COMPREHENSIVE INCOME

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

	For three months ended
	March 31,			March 31,			March 31,
	2022			2023			2023
	RMB			RMB			US
Live streaming - consumable virtual items revenue		445,339			291,111
Live streaming - time based virtual items revenue		7,465			5,511
Technical services		10,641			7,669
Total revenues		463,445			304,291
Cost of revenues		(348,969	)		(264,195	)		)
Gross profit		114,476			40,096
Operating expenses
Sales and marketing expenses		(584	)		(209	)		)
General and administrative expenses		(19,108	)		(17,309	)		)
Recovery of (provision for) doubtful accounts		259			(861	)		)
Research and development expenses		(16,815	)		(16,810	)		)
Total operating expenses		(36,248	)		(35,189	)		)
Income from operations		78,228			4,907
Change in fair value of contingent consideration		4,740			(4,518	)		)
Change in fair value of warrants liability		4,499			(1,932	)		)
Change in fair value of investment in marketable security		461			1,578
Investment income (loss)		251			(218	)		)
Interest income		496			437
Interest expense		-			(33	)		)
Other expenses, net		60			171
Foreign exchange gain (loss), net		60			(33	)		)
Income (loss) before income taxes		88,795			359
Income tax expenses		(5,569	)		(5,894	)		)
Net income (loss)		83,226			(5,535	)		)
Less: net loss attributable to noncontrolling interest		-			(2,385	)		)
Net income (loss) attributable to the Company’s shareholders		83,226			(3,150	)		)
Other comprehensive income (loss)
Other comprehensive income (loss) - foreign currency translation adjustment		(36	)		13
Comprehensive income (loss)		83,190			(5,522	)		)
Less: comprehensive loss attributable to non-controlling interests		-			(2,385	)		)
Comprehensive income (loss) attributable to the Company’s shareholders		83,190			(3,137	)		)
Weighted average number of shares
Basic		35,612,100			40,447,415
Diluted		35,612,100			40,447,415
Earnings per share
Basic		2.34			(0.08	)		)
Diluted		2.34			(0.08	)		)

All values are in US Dollars.

Reconciliations of Non-GAAP Results

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

	For the three months ended
	March 31,			March 31,			March 31,
	2022			2023			2023
	RMB			RMB			US
Net income (loss) attributable to the Company’s shareholders		83,226			(3,150	)		)
Less:
Change in fair value of contingent consideration		4,740			(4,518	)		)
Change in fair value of warrants liability		4,499			(1,932	)		)
Share based compensation		(3,726	)		(1,893	)		)
Adjusted net income attributable to the Company’s shareholders*		77,713			5,193
Adjusted net income attributable to the Company’s shareholders per ordinary share*
Basic		2.18			0.13
Diluted		2.18			0.13

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” above.