Wealthbridge Acquisition Limited *
PROPOSED BUSINESS COMBINATION: Scienjoy, Ltd.
ESTIMATED CURRENT FUNDS in TRUST: $59.6 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.36*
IMPLIED EQUITY VALUE: $247.4 Million
*SPACInsider estimate a/o 5-3-20
Wealthbridge Acquisition Limited proposes to combine with Scienjoy Inc. (“Scienjoy” or the “Company”), a leading live entertainment mobile streaming platform in China. Upon the closing of the transaction, it is expected that Wealthbridge will be renamed Scienjoy Holding Corporation and remain NASDAQ-listed under a new ticker symbol.
Founded in 2011, Scienjoy has more than 200 million registered users and operates three primary online live streaming brands with their respective websites and mobile apps: Showself, Lehai, and Haixiu.
Highlights
- 11.4 million active users and 13,812 active show broadcasters for the quarter ended June 30, 2019
- Anticipates net revenue growth of 21% from $108.1 million in 2018 to an estimated $130.8 million in 2019
- Anticipates net income growth of 28% from $15.5 million in 2018 to an estimate of $19.9 million in 2019
- For 2020, net revenue is projected to rise to $160.0 million with net income projected to increase to approximately $27.3 million
- The combined company will have a pro forma equity market value of approximately $250 million at closing or approximately 12.6x 2019 Estimated Net Income and 9.2x 2020 Estimated Net Income, assuming no redemptions.
KEY TRANSACTION TERMS
- Wealthbridge will acquire Scienjoy, with Wealthbridge continuing as the listed company on the Nasdaq Capital Market.
- Scienjoy’s shareholders will receive 16.4 million ordinary shares of Wealthbridge, valued at $10.00 per share.
- Scienjoy shareholders will be entitled to receive earnout consideration of up to an additional nine million Wealthbridge ordinary shares (see Earnout below)
EARNOUT
- Scienjoy shareholders will be entitled to receive earnout consideration of up to an additional nine million Wealthbridge ordinary shares, subject to Scienjoy exceeding:
- net income before tax targets of $20.9 million or approximately RMB140 million in 2019 or achieving share price threshold of $15
- net income before tax targets of $28.3 million or approximately RMB190 million in 2020 or achieving share price threshold of $20
- net income before tax targets of $35.0 million or approximately RMB235 million in 2021 or achieving share price threshold of $25
LOCK-UP
- All shares held by existing Scienjoy shareholders will be subject to lock-up agreements for a period of twelve (12) months following closing of the transaction, subject to certain exceptions.
NOTABLE CONDITIONS TO CLOSING
- The absence of any order, stay, judgment or decree by any government agency making the Acquisition illegal or otherwise preventing the Acquisition;
- Wealthbridge receiving approval from its shareholders to the Acquisition, and
- Wealthbridge remaining its listing on Nasdaq and the additional listing application for the closing payment shares being approved by Nasdaq.
NOTABLE CONDITIONS TO TERMINATION
- By Wealthbridge, if the audited financial statements for the years ended December 31, 2018, 2017 and 2016 have not been delivered by March 15, 2020;
- Either Wealthbridge or Scienjoy, if the closing has not occurred by May 8, 2020 and the first extension has been obtained
- Either Wealthbridge or Scienjoy, if the closing has not occurred by August 8, 2020 and the second extension has been obtained
- Either Wealthbridge or Scienjoy if the closing has not occurred by September 30, 2020
- Either Wealthbridge or Scienjoy if the proxy statement with respect to the transactions under the Agreement has not been filed with the SEC by March 31, 2020
BOARD & MANAGEMENT POST-CLOSING
- Scienjoy’s management team, led by CEO Victor He, will continue to run the Company after the transaction.
- Wealthbridge Chairman and CEO Winston Liu will remain on the Company’s board of directors after closing.
ADVISORS
- Chardan is acting as M&A and financial advisor to Wealthbridge.
- Loeb and Loeb LLP is acting as legal advisor to Wealthbridge.
- JunHe LLP, Fengyu Law Firm, and Maple Group are acting as the legal advisors to Scienjoy.
MANAGEMENT & BOARD
Executive Officers
Yongsheng Liu, 49
Director, Chief Executive Officer & Chairman
Throughout the past 20 years, Mr. Liu has assumed various corporate leadership positions and demonstrated his strong execution ability and in-depth knowledge in private equity and corporate M&A transactions across a wide range of sectors including aviation, consumer, financial institutions, and technology. From March 2017 to April 2018, Mr. Liu served as Chairman and CEO of Royal China Holdings Limited (HKEx: 01683), during which he spearheaded the company’s international growth strategy focused at acquiring targets in aviation industry and finance sector. From the beginning of 2013 to March 2017, Mr. Liu was the Chairman of Joy Air General Aviation, Chairman of Cambodia Bayon Airlines, Vice Chairman of Everbright and Joy International Leasing Company, and President of General Aviation Investment Company (Shanghai). From April 2004 to August 2008, Mr. Liu also served as Chief Strategy Officer of United Eagle Airlines (subsequently renamed to Chengdu Airlines). From December 1994 to June 2000, Mr. Liu was a manager of China Southern Airlines responsible for ground staff training. Mr. Liu received his Master degree from University of Ottawa.
Xiaoyan Tang, 48
Chief Financial Officer
Since December 2017, Ms. Tang has been a Managing Director and Chief Financial Officer of Hubei Weizi Investment Co. Ltd. From April 2014 to Nov 2017, Ms. Tang served as Chief Financial Officer and Vice President in Beijing CNLive Culture Media Inc. From July 2012 to March 2014, Ms. Tang served as Board Secretary and Chief Financial Officer in Beijing Konruns Pharmaceutical Ltd. From January 2011 to July 2012, Ms. Tang served as Board Secretary and Chief Financial Officer in R&G Pharma Studies Co., Ltd. From Jan 2005 to Dec 2010, Ms. Tang served as Chief Financial Officer in Wanmo Co. Ltd. From Aug 2001 to Dec 2004, Ms. Tang was a senior analyst in Da Gong International Credit Rating Co. Ltd. From March 1998 to July 2001, Ms. Tang worked as an investment analyst in Hai Nan-Hong Kong-Macao International Trust Investment Co Ltd (later known as BOC International (China) Co. Ltd). From July 1992 to Aug 1995, Ms. Tang was a researcher in Beijing Qinyun Aviation Instrument Co. Ltd. Ms. Tang received her Master degree from Renmin University in China.
Ray Chen, 53
Chief Operating Officer
Mr. Chen served as Chief Executive Officer at Fortissimo Film International Ltd., a privately-owned film development and production company from August 2016 till June 2018. From March 2013 to February 2016, Mr. Chen was the Chief Executive Officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the Head of Sales in the Beijing Office of Star Jet Co., Ltd.. Prior to his Star Jet experience, Mr. Chen was the Executive Board Member and Head of Sales in Asia Jet Partners Limited, a privately-owned holding company specializing in general aviation and aircraft leasing. Mr. Chen joined Asia Jet after his service as Chief Executive Officer at ABC International Inc., a business consulting company based in Cleveland, Ohio. Mr. Chen holds a graduate certificate in Marketing from Cleveland State University.
Board of Directors
Jining Li, 61
Director
Mr. Li is the Founder and has acted as the Chairman of Star Jet Co., Ltd in Shanghai, China, since 2008. Prior to Star Jet, Mr. Li founded United Eagle Airlines as the first non-government-owned airline company in the history of Chinese aviation industry in 2004. From 2004 to 2008, Mr. Li was the Chairman of United Eagle Airlines. He served as the Chairman of China Internet Investment Finance Holdings Limited (HKEx: 00810) from 2005 to 2007. In 2004, He was named as the Top Ten Most Influential People in China for his pioneer achievements in aviation industry. In 1998, Mr. Li founded Guangdong Ying Lian Tong Telecommunication Services Co., Ltd and served as Chairman until 2004. From 1990 to 1998, Mr. Li served as Chairman of Huahui Import and Export Trading Company. From 1988 to 1990, Mr. Li served as a manager in Guangdong Branch of China Council for the Promotion of International Trade.
Kinpui Choi, 64
Independent Director
He has over 24 years of senior management experience in telecom companies in Hong Kong, U.S. and China. From 2002 to 2006, he was the President and Chief Executive Officer of Elephant Talk Communications Inc. Mr. Choi founded Elephant Talk Limited in 1994, a wholly-owned subsidiary of Elephant Talk Communications Inc. From April 1994 to August 2002, Mr. Choi was the Chief Executive Officer of Elephant Talk Limited. From March 2003 to present, Mr. Choi has been the independent director of Success Universe Group Limited (HKEx:00487) Previously, he also served as the Chairman of ET Network Services Limited (later known as Guangdong Ming Ying Financial Leasing Co Limited), a Hong Kong-based company which specializes in providing telecommunication services in China.
Weiping Chen, 61
Independent Director
Since February 2009, Mr. Chen has served as Chairman and CEO of Shanghai Leadersco Co. Ltd. From September 2000 to December 2008, Mr. Chen was a Managing Director in Shanghai Li Shang Trading company. From July 1993 to August 2000, Mr. Chen was the manager of QianHe Import and Export Trading Co., Ltd. From November 1989 to July 1993, Mr. Chen served as CEO in Yantai Renewable Resources Corporation.
Simin Xie, 61
Independent Director
Since May 2017, Mr. Xie has been an independent director of China Minzu Securities Co., Ltd. Since October 2015, Mr. Xie has served as an external supervisor in Mod’s Hair Group (a JASDAQ listed company). Since November 2011, Mr. Chen has served as independent director in China Automotive Engineering Research Institute Co., Ltd. (SSE: 601965). From 2010 to 2012, Mr. Xie was an independent director for Chongqing Min Sheng Energy Co., Ltd. From 2007 to 2015, Mr. Xie served as director for Shandong Yocaly Information Science & Technology Co., Ltd. From 2003 to 2009, Mr. Xie was as independent director in Tande Co., Ltd.(SSE: 600665). Since 2014, Mr. Xie has been a partner in Shenzhen NSEW Fund Management Co., Ltd. In 1995, Mr. Xie founded C&I Partners (Beijing Xinli Law Firm) and he has been a senior partner and managing partner of the firm ever since. Mr. Xie received his Bachelor degree in Law from Peking University in 1982 and Ph.D. from Kobe University in Japan in 1988.