Business Context and Reporting Period
This Form 10-K was filed by Wealthbridge Acquisition Limited, not Scienjoy Holding Corp. It covers the period from inception on May 2, 2018 through December 31, 2018 and was filed April 1, 2019. Wealthbridge was a British Virgin Islands blank check company formed to pursue a merger, acquisition, share exchange, or similar business combination, with an intended focus on air transportation and aviation businesses in China. It had not commenced substantive operations or generated revenue by December 31, 2018.
The filing describes a subsequent February 2019 initial public offering and does not present operating results for Scienjoy Holding Corp.
Financial Metrics and Liquidity
| Metric | Period-end or reported amount |
|---|---|
| Revenue | None; the company had not commenced operations. |
| Net loss | $60,837 for May 2, 2018 through December 31, 2018. |
| Basic and diluted loss per share | $0.05 loss per share, based on 1,250,000 weighted-average shares. |
| Cash | $52,937 at December 31, 2018. |
| Total assets | $367,083, including $314,146 of deferred offering costs. |
| Current liabilities | $402,820, consisting of a $12,820 related-party advance and a $390,000 related-party promissory note. |
| Shareholders’ deficit | $35,737 at December 31, 2018. |
| Operating cash flow | $(60,837). |
| Financing cash flow | $113,774, principally from founder-share proceeds and related-party financing, net of offering-cost payments. |
| Debt | No long-term debt; $390,000 of short-term related-party borrowing was outstanding at year-end. |
The filing does not provide revenue, operating-margin, EBITDA, or comparable prior-period metrics because the company was newly formed and had no prior comparable reporting period.
Material Changes and Subsequent Events
- Wealthbridge completed its IPO on February 8, 2019, selling 5,000,000 units at $10.00 per unit for gross proceeds of $50.0 million.
- The underwriters exercised the full over-allotment option on February 20, 2019, resulting in an additional $7.5 million of gross proceeds.
- The sponsor purchased private units generating $2.475 million initially and an additional $225,000 with the over-allotment closing.
- A total of $57.5 million was placed in a trust account for a future business combination. Approximately $661,112 remained outside the trust account for working capital after transaction costs.
- Total IPO-related costs were reported as $4.415 million, including $1.725 million of underwriting fees, $2.0125 million of deferred underwriting fees, and $677,725 of other costs.
- The related-party borrowings were subsequently combined into a $415,641 non-interest-bearing note due upon consummation of a business combination.
- Units began trading in February 2019, and the ordinary shares, warrants, and rights began separate trading in March 2019.
Guidance, Outlook, Risks, and Unusual Items
Management expected no operating revenue before completion of a business combination and anticipated continuing legal, accounting, reporting, diligence, and transaction expenses. The company had no specific target, definitive transaction, or committed third-party financing as of the filing.
- The company was required to complete a business combination by February 8, 2020, subject to up to three three-month extensions if insiders deposited $575,000 for each extension.
- If no transaction was completed within the permitted period, the company would redeem public shares using the trust account and liquidate. Public warrants and rights could expire worthless.
- A target generally had to represent at least 80% of the trust-account value at signing, and the post-transaction company had to acquire a controlling interest in the target.
- Public shareholders could redeem shares in connection with a business combination. Significant redemptions could reduce available transaction funding and require additional debt or equity financing.
- The company expected to complete only one business combination, creating concentration risk in the future performance of a single acquired business.
- Management and directors had competing business affiliations and potential conflicts in allocating time and presenting acquisition opportunities. Insiders were required to vote their shares in favor of a proposed business combination and could not redeem their insider shares.
- The sponsor provided office and administrative services for $10,000 per month beginning February 5, 2019. The CEO also received approximately $6,370 per month beginning July 2018.
- The sponsor agreed to cover certain creditor claims that could reduce trust-account funds below $10 per public share, but the filing states that the sponsor’s ability to satisfy such obligations could not be assured.
- Disclosure controls were assessed as effective as of December 31, 2018. The filing did not include management’s internal-control report or an auditor attestation because of the applicable transition exemption for newly public companies.
Investor Verification Items
- Verify the issuer identity: the supplied filing is for Wealthbridge Acquisition Limited, whereas the request identifies Scienjoy Holding Corp.
- Confirm whether a subsequent business combination occurred and whether the issuer later changed its name, business, or ticker.
- Reconcile the December 31, 2018 balance sheet with the February 2019 IPO, trust-account balance, deferred underwriting fee, and working-capital cash disclosures.
- Review redemption, liquidation, extension, warrant, right, and sponsor-indemnification terms before assessing the securities’ value.
- Assess related-party financing, sponsor fees, insider ownership, voting commitments, and potential conflicts of interest.
- Confirm the status of any target acquisition, financing, litigation, creditor claims, and trust-account distributions after the filing date.