UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2020
SCIENJOY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38799 | N/A | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification Number) |
| 3rd Floor, JIA No. 34, Shenggu Nanli | ||
| Chaoyang District, Beijing | ||
| People’s Republic of China | 100029 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (86) 186-1093-2235
________________________________________
(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 to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares, no par value | SJ | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported by Scienjoy Holding Corporation (the “Company”) on May 29, 2020, the Company received a written notice (the “Notice”) from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has not complied with the requirements of IM-5101-2 of the listing rules of Nasdaq (the “Listing Rules”) with respect to its warrants (the “Warrants”) since it has not provided evidence that its Warrants have at least 100 round lot holders as required by Listing Rule 5515(a)(4) following the completion of its previously announced business combination with Scienjoy Inc., which was completed on May 7, 2020.
The Company did not make an appeal and Nasdaq announced on June 8, 2020 that it will delist the Warrants of the Company. On June 9, 2020, Nasdaq filed a Form 25 with the Securities and Exchange Commission to complete the delisting. The delisting becomes effective ten days after the Form 25 was filed.
Following suspension of trading on Nasdaq on June 2, 2020, the Warrants have been quoted on the OTCQB Market tier of the OTC Markets Group, Inc. under the trading symbol “SJOYW.” Quotes and related Company information are available at www.otcmarkets.com. The terms of the Warrants are not affected by the delisting, and the Warrants may still be exercised in accordance with their terms to purchase shares of the Company’s ordinary shares.
The listing of the Company's ordinary shares, which are traded on the Nasdaq Capital Market under the ticker symbol “SJ,” is not affected by the delisting of the Warrants.
SIGNATURE
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: June 11, 2020
| SCIENJOY HOLDING CORPORATION | ||
| By: | /s/ Xiaowu He | |
| Name: | Xiaowu He | |
| Title: | Chief Executive Officer | |