Form SCHEDULE 13D/A Scienjoy Holding Corp Filed by: Wolter Global Investment Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Scienjoy Holding Corp (Name of Issuer) |
Class A ordinary share (Title of Class of Securities) |
(CUSIP Number) |
Wolter Global Investment Ltd Guo Junpeng, 306-07, No.8 Xingliang Road, Daliang Town, Wuqing District Tianjin, F4, 300000 86 1834 7355 000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Wolter Global Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Guo Junpeng | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary share | |
| (b) | Name of Issuer:
Scienjoy Holding Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
RM 1118, 11th Floor, Building 3 No. 99, Wangzhou Rd., Liangzhu St, Yuhang Dist., Hangzhou, Zhejiang Province,
CHINA
, 311113. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this "Schedule 13D/A") is filed on behalf of Wolter Global Investment Limited ("Wolter Global"), a company organized under the laws of the British Virgin Islands, and Guo Junpeng, a citizen of the People's Republic of China (each a "Reporting Person", and, collectively, the "Reporting Persons").
This Schedule 13D/A is being filed on behalf of the Reporting Persons to update certain transactions, including the ownership percentages of the Reporting Persons, as reported in the Schedule 13D filed by the Reporting Persons with the SEC on April 7, 2023.
Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.
The title and class of equity securities to which this Statement on Schedule 13D/A relates to the beneficial ownership of the Class A Ordinary Share, with no par value of Scienjoy Holding Corporation, a British Virgin Islands corporation (the "Issuer" and such shares, the "Class A Ordinary Share"). The Issuer's principal executive office is located at RM 1118, 11th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St, Yuhang District, Hangzhou, Zhejiang Province, 311113, China. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is amended and supplemented as follows:
On April 9, 2026, pursuant to three Securities Purchase Agreement (collectively, the "SPAs") entered by Wolter Global and the three purchasers named therein (the "Purchasers"), Wolter Global sold to the Purchasers an aggregate of its 4,661,476 Class A Ordinary Shares of the Issuer in consideration for $5,593,771. On April 30, 2026, Wolter Global and the Purchasers closed the transactions as contemplated in the SPAs. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented as follows:
The purpose of the transaction purported hereunder is for Wolter Global to dispose of its Class A ordinary shares.
On April 9, 2026, pursuant to three Securities Purchase Agreement (collectively, the "SPAs") entered by Wolter Global and the three purchasers named therein (the "Purchasers"), Wolter Global sold to the Purchasers an aggregate of its 4,661,476 Class A Ordinary Shares of the Issuer in consideration for $5,593,771. On April 30, 2026, Wolter Global and the Purchasers closed the transactions as contemplated in the SPAs.
A form of the SPA is attached hereto as Exhibit 6 respectively and is incorporated herein by reference. The foregoing summary descriptions of the SPA do not purport to be complete and is qualified in their entirety by reference to the full text of Exhibit 6. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows:
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D/A are incorporated herein by reference. | |
| (b) | None. | |
| (c) | Except as disclosed otherwise in the Schedule 13D/A, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares of the Issuer during the past 60 days. | |
| (d) | None. | |
| (e) | The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on April 30, 2026. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
Exhibit No. Description
6 Form of the Securities Purchase Agreement, dated April 9, 2026, by and between Wolter Global Investment Limited and the Purchasers | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
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