6-K

Scienjoy Holding Corp (SJ)

6-K 2021-05-03 For: 2021-05-03
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATEISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-38799

SCIENJOYHOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

3rd Floor, JIA No. 34,Shenggu Nanli

Chaoyang District, Beijing

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): ☐


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: May 3, 2021 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 May 3, 2021.

2

Exhibit99.1

ScienjoyHolding Corporation Reports Fiscal Year 2020 Unaudited Financial Results, Unaudited Quarterly Revenues Exceeded Guidance Forecasts forThird and Fourth Quarters, and Unaudited Annual Revenues Increased by 33.6% Year Over Year


BEIJING, May 3, 2021 /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 year ended December 31, 2020. **** The following are all unaudited financial information.

FiscalYear 2020 Operating and Unaudited Financial Highlights

Total<br> net revenues increased by 33.6% to RMB1,222.2 million (US$187.3 million) from RMB914.6 million in fiscal year 2019, and the Company’s<br> quarterly net revenues exceeded its guidance forecasts for the third and fourth quarters of fiscal year 2020.
Gross<br> profit was RMB262.2 million (US$40.2 million), representing a year-over-year increase of 35.2% in fiscal year 2020 as compared to<br> a year-over-year increase of 30.3% in fiscal year 2019. Gross margin further improved to 21.5% in fiscal year 2020 from 21.2% in<br> fiscal year 2019 and 20.0% in fiscal year 2018.
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Net<br> income increased by 17.5% to RMB176.1 million (US$27.0 million) from RMB149.9 million in fiscal year 2019.
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Adjusted<br> net income^[1]^ increased by 24.2% to RMB186.3 million (US$28.5 million) from RMB149.9 million in fiscal year 2019.
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Earnout<br> targets for both Scienjoy and Beelive in fiscal year 2020 were fulfilled.
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Total<br> paying users increased by 30% to 904,568 from 697,475 in fiscal year 2019.
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Total<br> number of active broadcasters increased by 455.2% to 192,389 from 34,651 in fiscal year 2019.
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As<br> of December 31, 2020, the Company had RMB224.8 million (US$34.4 million) in cash and cash equivalents, which represented an increase<br> of 63.6% from RMB137.4 million as of December 31, 2019.
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^1^ “Adjusted<br>net income” is defined as net income excluding change in fair value of contingent consideration and warrant liabilities. For more<br>information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end<br>of this press release.
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Mr.<br> Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “We concluded<br> the full year of 2020 with robust operating and financial performances despite the macro<br> uncertainties. Our success was mainly due to our visionary growth strategies in domestic<br> and international markets as well as our commitment to upgrading our products through state-of-the-art<br> technologies and cultivating a more convenient and engaging social community. During the<br> year, for example, we focused on engaging with more broadcasters to expand the breadth and<br> depth of our content offerings and thus augment our total paying user base. Meanwhile, we<br> also actively explored new and promising opportunities in other live streaming segments,<br> such as voice live streaming, e-commerce, and MCN. In August 2020, to penetrate new markets<br> and expand our geographic coverage around the world, we acquired the global live streaming<br> platform Beelive. Looking ahead, we plan to continue expanding our leadership in live entertainment<br> mobile streaming, diversifying our revenue streams, and capitalizing on opportunities with<br> strong growth potential in the post-pandemic world to fuel the healthy growth of our platform<br> ecosystem.”
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Mr.<br> Denny Tang, Chief Financial Officer of Scienjoy, added, “In 2020, we continued to deliver<br> solid financial results, recording double-digit growth for both our top and bottom lines<br> in the period. Moreover, our net revenues exceeded our previously stated guidance forecasts<br> in both the third and fourth quarters of 2020, further displaying the resiliency of our business<br> and our steady growth trajectory. For the full year, our continuous efforts to optimize our<br> cost structures and maintain effective cost management practices enabled us to augment our<br> gross margin and generate positive net income for our shareholders. Looking ahead, as the<br> pandemic continues to come gradually under control in and outside of China, we remain confident<br> that our sufficient capital reserves, healthy revenue growth, and balanced operational performance<br> will fuel our sustainable growth over the long term.”
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FiscalYear 2020 Unaudited Financial Results


Totalnet revenues in fiscal year 2020 increased by 33.6% to RMB1,222.2 million (US$187.3 million) from RMB914.6 million in fiscal year 2019. This increase was driven by the Company’s increasing ability to attract and retain paying users and broadcasters to its platform. The number of paying users in fiscal year 2020 was 904,568, increasing by 30% from 697,475 in fiscal year 2019. The Company’s paying ratio in fiscal year 2020 improved to 2.7% from 2.1% in fiscal year 2019.

Costof revenues in fiscal year 2020 increased by 33.2% to RMB959.9 million (US$147.1 million) from RMB720.6 million in fiscal year 2019. This increase was primarily attributable to a year-over-year increase of 39% in the Company’s revenue sharing fees and content costs in fiscal year 2020, which was in line with the growth of the Company’s live streaming operations in fiscal year 2020. Other costs in fiscal year 2020 increased by 70% year over year, which was consistent with the increase in revenue. User acquisition costs in fiscal year 2020 decreased by 8% year over year to RMB87.1 million (US$13.3) as a result of the Company’s ability to attract more viewers through its improved brand awareness and more quality content contributed by broadcasters.


Grossprofitin fiscal year 2020 increased by 35.2% to RMB262.2 million (US$40.2 million) from RMB194.0 million in fiscal year 2019. Gross margin in fiscal year 2020, fiscal year 2019, and fiscal year 2018 was 21.5%, 21.2%, and 20.0%, respectively. As the Company continued to expand its brand influence and enhance the quality of its content offerings, it also improved its gross margin in turn.

Totaloperating expenses in fiscal year 2020 increased by 77.1% to RMB67.5 million (US$10.4 million) from RMB38.1 million in the fiscal year 2019.

Sales<br> and marketing expenses in fiscal year 2020 increased by 166.1% to RMB10.1 million (US$1.6 million) from RMB3.8 million in fiscal<br> year 2019. This increase was mainly due to the additional promotional activities that the Company executed in fiscal year 2020 following<br> an uptick in online user traffic as more users spent an increased amount of time online at home watching the Company’s live<br> streaming content during the COVID-19 outbreak.
General<br> and administrative expenses in fiscal year 2020 increased by 183.4% to RMB33.9 million (US$5.2 million) from RMB12.0 million in fiscal<br> year 2019. This increase was caused by higher employee benefits, increased headcounts, as well as additional consulting and professional<br> fees that the Company incurred as a result of its listing as a public company.
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Research<br> and development expenses in fiscal year 2020 increased by 47.7% to RMB31.8 million (US$4.9 million) from RMB21.5 million in fiscal<br> year 2019. This increase was due to the increases in R&D headcount and benefits to relevant employees as the Company continued<br> to strengthen its technological capabilities.
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Recovery<br> for doubtful accounts in fiscal year 2020 was RMB8.3 million (US$1.3 million), compared to a provision for doubtable accounts of<br> RMB0.9 million in fiscal year 2019, as a result of the Company’s increased collection efforts. The Company expects its provision<br> for doubtful accounts to decline going forward as it has committed more resources to the collection of accounts receivable.
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Incomefrom operations in fiscal year 2020 increased by 24.9% to RMB194.7 million (US$29.8 million) from RMB155.9 million in fiscal year 2019. This increase was due to a higher gross profit, partially offset by higher operating expenses. As a result, operating margin in fiscal year 2020 decreased to 15.9% from 17.0% in the fiscal year 2019.


Changein fair value of contingent consideration in fiscal year 2020 represented a loss of RMB14.1 million (U$$2.2 million) . Change in fair value of contingent consideration is derived from the Company’s reverse recapitalization with Wealthbridge Acquisition Limited on May 7, 2020, and acquisition of Beelive on August 10, 2020, 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 liabilities in fiscal 2020 amounted to RMB 3.9 million. 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.

Netincome in fiscal year 2020 increased by 17.5% to RMB176.1 million (US$27.0 million) from RMB149.9 million in fiscal year 2019.


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Adjustednet income in fiscal year 2020, which excludes changes in fair value of contingent consideration, increased by 24.2% to RMB186.3 million (US$28.5 million) from RMB149.9 million in fiscal year 2019.

Basicand diluted net income per ordinary sharein fiscal year 2020 were RMB7.56 (US$1.16) and RMB6.56 (US$1.01), respectively. In comparison, basic and diluted net income per ordinary share in fiscal year 2019 were RMB7.73 and RMB7.50, respectively.


Adjustedbasic and diluted net income per ordinary share in fiscal year 2020 were RMB8.00 (US$1.23) and RMB6.94 (US$1.06), respectively. In comparison, adjusted basic and diluted net income per ordinary share in fiscal year 2019 were RMB7.73 and RMB7.50, respectively**.**

EarnoutTarget of Scienjoy


Pursuant to the Share Exchange Agreement dated as of October 28, 2019, entered into by and among Scienjoy, Scienjoy Inc., Lavacano Holding Limited (“Lavacano”), and WBY Entertainment Holding Ltd. (“WBY”, together with Lavacano, the “Sellers”), the Sellers will be entitled to receive 3,000,000 ordinary shares of the Company if Scienjoy’s net income before tax for the year ended December 31, 2020, is greater than or equal to either US$28,300,000 or RMB190,000,000 (the “Scienjoy 2020 Earnout Target”). Scienjoy had fulfilled the Scienjoy 2020 Earnout Target as of fiscal year end 2020.

EarnoutTarget of Beelive


Pursuant to the Equity Acquisition Framework Agreement dated as of August 10, 2020, Cosmic Soar Limited will be entitled to receive 540,960 ordinary shares of the Company since the Beelive 2020 Earnout Target had been fulfilled as of fiscal year end 2020.

BusinessOutlook

The Company expects its total net revenues to be in the range of RMB383 million to RMB394 million in the first quarter of 2021, which represents a year-over-year increase of 77% to 82%. 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.

RecentDevelopments

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$2,000,000. Goldenbridge was formed as a special purpose acquisition company.

On February 23, 2021, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) and an escrow agreement with White Lion Capital LLC, a Nevada limited liability company (the “Investor”), which provide that, upon the terms and subject to the conditions and limitations set forth therein, the Investor is committed to purchase the Company’s ordinary shares, no par value, with an aggregate offering price of up to US$30,000,000 (“Commitment Amount”) from time to time during the Commitment Period, which starts on the date of the filing of the initial registration statement covering the resale of securities issued under the Purchase Agreement, and shall terminate on the earlier of (i) the date on which the Investor shall have purchased shares equal to the Commitment Amount, (ii) the six month anniversary of the filing of such initial registration statement, or (iii) the date on which the Purchase Agreement is terminated.


AboutScienjoy Holding Corporation

Founded in 2011, Scienjoy is a leading show live streaming video entertainment social platform in China. With approximately 250 million registered users, Scienjoy currently operates four primary online live streaming brands on five mobile apps: Showself, Lehai, Haixiu and Beelive International and Beelive Chinese (Mifeng), each using Scienjoy’s own mobile applications. Through this collection of online live streaming brands, Scienjoy has created a vibrant, interactive, and close community. Scienjoy operates a mobile live streaming business through which it provides live streaming entertainment from professional “broadcasters” to end-users, allowing for the operation of live social video communities. Using Scienjoy’s mobile applications, users can select broadcasters and enter real time video rooms to interact with them. In addition to real-time interactions, users can also view photos posted by broadcasters on their personal pages, leave comments, and engage in private chats with broadcasters when they are not streaming. In addition, users can also play fun and simple games by using virtual currencies within the video rooms while watching the live streaming of a broadcaster. For more information, please see http://ir.Scienjoy.com/. ****

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Useof Non-GAAP Financial Measures

Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration and warrant liabilities. 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 RMB6.5250 to US$1.00, the noon buying rate in effect on December 31, 2020, 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 December 31, 2020, or at any other rate. ****

SafeHarbor 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 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 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 Contact

Ray Chen

VP, Investor relations

Scienjoy Holding Corporation

+86-010-64428188

ray.chen@scienjoy.com

Sharon Zhou

ICR LLC.

+1 (212) 537-9254

scienjoy.ir@icrinc.com

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UNAUDITEDCONSOLIDATED BALANCE SHEETS

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

As<br> of December 31,
2019 2020 2020
RMB RMB
ASSETS
Current<br> assets
Cash<br> and cash equivalents 137,351 224,768
Accounts<br> receivable, net 120,110 228,214
Prepaid<br> expenses and other current assets 11,557 13,753
Amounts<br> due from related parties 7 7
Loan<br> receivables - related parties 500 -
Total<br> current assets 269,525 466,742
Property<br> and equipment, net 736 1,356
Intangible<br> assets, net 195 239,634
Goodwill - 92,069
Long<br> term investment 5,000 5,000
Long<br> term deposits and other assets 2,761 1,382
Deferred<br> IPO costs 1,307 -
Deferred<br> tax assets 474 5,654
Total<br> non-current assets 10,473 345,095
TOTAL<br> ASSETS 279,998 811,837
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Current<br> liabilities
Accounts<br> payable 27,163 67,089
Accrued<br> salary and employee benefits 8,727 18,141
Accrued<br> expenses and other current liabilities 6,852 12,358
Current<br> portion of contingent consideration – earn-out liability - 92,183
Warrant<br> liabilities - 29,558
Income<br> tax payable 8,435 8,581
Loan<br> payables - related parties 5,525 -
Amounts<br> due to related parties 8,482 -
Deferred<br> revenue 40,288 49,567
Total<br> current liabilities 105,472 277,477
Non-current<br> liabilities
Deferred<br> tax liabilities - 59,729
Contingent<br> consideration – earn-out liability - 15,116
Total<br> non-current liabilities - 74,845
TOTAL<br> LIABILITIES 105,472 352,322
Commitments<br> and contingencies Shareholders’ equity*
Ordinary<br> share, no par value, unlimited shares authorized, 19,400,000 and 27,037,302 shares issued and outstanding as of December 31, 2019<br> and 2020, respectively 9,664 (96,349 ) )
Shares<br> to be issued - 200,100
Statutory<br> reserves 12,059 18,352
Retained<br> earnings 152,803 322,610
Accumulated<br> other comprehensive income - 14,802
Total<br> shareholders’ equity 174,526 459,515
TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY 279,998 811,837

All values are in US Dollars.

* Ordinary<br>shares, additional paid-in capital and share data have been retroactively restated to give effect to the reverse recapitalization
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UNAUDITEDCONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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

For<br> the years ended December 31,
2018 2019 2020 2020
RMB RMB RMB
Live<br> streaming - consumable virtual items revenue 716,561 884,385 1,187,431
Live<br> streaming - time based virtual item revenue 26,432 26,812 29,596
Technical<br> services 25 3,429 5,156
Total<br> revenue 743,018 914,626 1,222,183
Cost<br> of revenues (594,084 ) (720,637 ) (959,939 ) )
Gross<br> profit 148,934 193,989 262,244
Sales<br> and marketing expenses (5,005 ) (3,804 ) (10,121 ) )
General<br> and administrative expenses (16,265 ) (11,957 ) (33,889 ) )
Research<br> and development expenses (10,957 ) (21,523 ) (31,780 ) )
Provision<br> (recovery) for doubtful accounts (6,826 ) (854 ) 8,253
Income<br> from operations 109,881 155,851 194,707
Interest<br> income 1,444 1,005 2,960
Other<br> income (loss), net 31 (310 ) (4,702 ) )
Foreign<br> exchange gain (loss), net 11 (5 ) 703
Change<br> in fair value of warrant liabilities 3,904
Change<br> in fair value of contingent consideration - - (14,068 ) )
Income<br> before income taxes 111,367 156,541 183,504
Income<br> tax expense (4,627 ) (6,623 ) (7,404 ) )
Net<br> income 106,740 149,918 176,100
Other<br> comprehensive income - foreign currency translation adjustment - - 14,802
Comprehensive<br> income attributable to the Company’s shareholders 106,740 149,918 190,902
Weighted<br> average number of shares *
Basic 19,400,000 19,400,000 23,287,706
Diluted 20,002,000 20,002,000 26,828,666
Earnings<br> per share
Basic 5.50 7.73 7.56
Diluted 5.34 7.50 6.56

All values are in US Dollars.

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Reconciliationsof Non-GAAP Results (Unaudited)

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

For<br> the years ended
December 31, December 31, December 31, December 31,
2018 2019 2020 2020
RMB RMB RMB US
Net income 106,740 149,918 176,100
Less:
Change in fair value of warrants liability - - 3,904
Change in fair value<br> of contingent consideration - - (14,068 ) )
Adjusted<br> net income 106,740 149,918 186,264
Adjusted net income per<br> ordinary share
Basic 5.50 7.73 8.00
Diluted 5.34 7.50 6.94

All values are in US Dollars.

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