The purpose of the transaction was to list Scienjoy’s mobile entertainment live streaming business on the U.S. capital market to capitalize the emerging opportunities through a business combination between the Issuer and Scienjoy. As part of the business combination, Lavacano acquired the Ordinary Shares of the Issuer pursuant to the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, Lavacano may be entitled to receive additional earnout shares as follows:
(1) if Scienjoy’s net income before tax for the year ended December 31, 2020 is greater than or equal to either US$28,300,000 or RMB 190,000,000, Lavacano will be entitled to receive 2,400,000 ordinary shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below); and
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(2) if Scienjoy’s net income before tax for the year ended December 31, 2021 is greater than or equal to either US$35,000,000 or RMB 235,000,000, Lavacano will be entitled to receive 2,400,000 Ordinary Shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below).
Notwithstanding the net income before tax achieved by the Issuer for any period, Lavacano will receive (i) 2,400,000 Ordinary Shares if the share price of the Issuer is higher than $20.00 for any sixty days in any period of ninety consecutive trading days between May 8, 2021 and May 7, 2022, and (ii) 2,400,000 Ordinary Shares if the share price of the Issuer is higher than $25.00 for any sixty days in any period of ninety consecutive trading between May 8, 2022 and May 7, 2023.
Pursuant to the Escrow Agreement among Loeb & Loeb LLP, the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, the Issuer has deposited 1,640,000 Ordinary Shares to secure the indemnification obligations of Lavacano and WBY as contemplated by the Share Exchange Agreement. In the event any portion of the escrow shares remains in escrow with Loeb & Loeb LLP, as the escrow agent, on May 7, 2021, the remaining escrow shares will be released to Lavacano and WBY according to applicable percentage as set forth in the Escrow Agreement within 5 business days.
Pursuant to the Registration Rights Agreement among the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, Lavacano will be entitled to (i) make a written demand for registration under the Securities Act of 1933 of all or part of the closing payment shares (up to a maximum of two demands in total), and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the transaction contemplated under the Share Exchange Agreement. and more shareshttp://archive.fast-edgar.com//20200518/AU2ZF62CLC22BZ6222232ZY2CEKGZ222OG22/ Item 4. Purpose of Transaction
The purpose of the transaction was to list Scienjoy’s mobile entertainment live streaming business on the U.S. capital market to capitalize the emerging opportunities through a business combination between the Issuer and Scienjoy. As part of the business combination, WBY acquired the Ordinary Shares of the Issuer pursuant to the Share Exchange Agreement.
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Pursuant to the Share Exchange Agreement, WBY may be entitled to receive additional earnout shares as follows:
(1) if Scienjoy’s net income before tax for the year ended December 31, 2020 is greater than or equal to either US$28,300,000 or RMB 190,000,000, WBY will be entitled to receive 600,000 ordinary shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below); and
(2) if Scienjoy’s net income before tax for the year ended December 31, 2021 is greater than or equal to either US$35,000,000 or RMB 235,000,000, WBY will be entitled to receive 600,000 Ordinary Shares of the Issuer (subject to the reclassification of the Ordinary Shares of the Issuer as described below).
Notwithstanding the net income before tax achieved by the Issuer for any period, WBY will receive (i) 600,000 Ordinary Shares if the share price of the Issuer is higher than $20.00 for any sixty days in any period of ninety consecutive trading days between May 8, 2021 and May 7, 2022, and (ii) 600,000 Ordinary Shares if the share price of the Issuer is higher than $25.00 for any sixty days in any period of ninety consecutive trading between May 8, 2022 and May 7, 2023.
Pursuant to the Escrow Agreement among Loeb & Loeb LLP, the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, the Issuer has deposited 1,640,000 Ordinary Shares to secure the indemnification obligations of Lavacano and WBY as contemplated by the Share Exchange Agreement. In the event any portion of the escrow shares remains in escrow with Loeb & Loeb LLP, as the escrow agent, on May 7, 2021, the remaining escrow shares will be released to Lavacano and WBY according to applicable percentage as set forth in the Escrow Agreement within 5 business days.
Pursuant to the Registration Rights Agreement among the Issuer (then known as Wealthbridge Acquisition Limited), Lavacano, and WBY dated May 7, 2020, WBY will be entitled to (i) make a written demand for registration under the Securities Act of 1933 of all or part of the closing payment shares (up to a maximum of two demands in total), and (ii) “piggy-back” registration rights with respect to registration statements filed following the consummation of the transaction contemplated under the Share Exchange Agreement.
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