United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 25, 2020
Date of Report (Date of earliest event reported)
Wealthbridge Acquisition Limited
(Exact Name of Registrant as Specified in
its Charter)
British Virgin Islands
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001-38799
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n/a
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Flat A, 6/F, Block A
Tonnochy Towers
No. 272 Jaffe Road
Wanchai, Hong Kong
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n/a
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (86) 186-0217-2929
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Ordinary Share, no par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share
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HHHHU
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NASDAQ Capital Market
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Ordinary Shares
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HHHH
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NASDAQ Capital Market
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Warrants
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HHHHW
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NASDAQ Capital Market
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Rights
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HHHHR
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NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains
certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended. Statements that are not historical facts, including statements about the pending transaction between
Wealthbridge Acquisition Limited (“Wealthbridge”), Lavacano Holdings Limited (“Lavacano”), WBY Entertainment
Holdings Ltd. (“WBY,” together with Lavacano, the “Sellers”, and each “Sellers”), and Scienjoy
Inc. (“Scienjoy”) and the transactions contemplated thereby, and the parties’ perspectives and expectations,
are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction,
including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration
plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions.
The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include,
but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including
the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived,
such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed
or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions
in connection with such approvals; (ii) risks related to the ability of Wealthbridge and Scienjoy to successfully integrate the
businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable
transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance,
operations or prospects of Scienjoy or Wealthbridge; (v) risks related to disruption of management time from ongoing business operations
due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of Wealthbridge’s ordinary shares; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of Scienjoy and Wealthbridge to retain customers and retain and hire key personnel
and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) the
risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those
synergies; and (ix) risks associated with the financing of the proposed transaction. A further list and description of risks and
uncertainties can be found in Wealthbridge’s Annual Report on Form 10-K for the fiscal year ending December 31, 2018 filed
with the SEC, in Wealthbridge’s quarterly reports on Form 10-Q filed with the SEC subsequent thereto and in the proxy statement
on Schedule 14A that will be filed with the SEC by Wealthbridge in connection with the proposed transaction, and other documents
that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made, and Wealthbridge, Sellers, Scienjoy, and their subsidiaries
undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except
as required by law or applicable regulation.
Additional Information and Where to
Find It
In connection with the transaction described
herein, Wealthbridge will file relevant materials with the Securities and Exchange Commission (the “SEC”), including
a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Wealthbridge will mail the
definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction.
INVESTORS AND SECURITY HOLDERS OF WEALTHBRIDGE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT WEALTHBRIDGE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WEALTHBRIDGE, SCIENJOY AND THE TRANSACTION. The preliminary proxy statement,
the definitive proxy statement and other relevant materials in connection with the transaction (when they become available), and
any other documents filed by Wealthbridge with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov)
or by writing to Wealthbridge at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong.
Participants in Solicitation
Wealthbridge, Scienjoy, Sellers, and
their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of Wealthbridge ordinary shares in respect of the proposed transaction. Information about Wealthbridge’s
directors and executive officers and their ownership of Wealthbridge’s ordinary shares is set forth in Wealthbridge’s
Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC. Other information regarding the interests of
the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when
it becomes available. These documents can be obtained free of charge from the sources indicated above.
Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation dated February 2020 that will
be used by Wealthbridge Acquisition Limited (“Wealthbridge”) in making presentations to certain existing and potential
stockholders of Wealthbridge with respect to the proposed transaction with Scienjoy Inc.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Furnished but not filed.
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 hereunto duly authorized.
Dated: February 25, 2020
WEALTHBRIDGE ACQUISITION LIMITED
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By:
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/s/ Yongsheng Liu
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Name:
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Yongsheng Liu
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Title:
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Chief Executive Officer
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4
Wealthbridge Acquisition (NASDAQ:HHHHU)
過去 株価チャート
から 6 2024 まで 7 2024
Wealthbridge Acquisition (NASDAQ:HHHHU)
過去 株価チャート
から 7 2023 まで 7 2024