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Scienjoy Holding Corp

For the period ended Dec 31, 2025. Filed Apr 23, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 23, 2026

SJ$0.85-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission File Number:001-38799

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

RM 1118, 11 th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St.

Yuhang District, Hangzhou, Zhejiang Province,311113, China

(86) 0571 8858 6668

(Address of principal executive offices)

Xiaowu He

Chief Executive Officer

RM 1118, 11 th Floor, Building 3, No. 99 Wangzhou Rd., Liangzhu St.

Yuhang District, Hangzhou, Zhejiang Province,311113, China

(86) 0571 8858 6668

Email: xiaowu.he@scienjoy.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Class A Ordinary shares, no par valueSJNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.

39,537,710 Class A ordinary shares and 2,925,058 Class B ordinary shares were issued and outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note -Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerAccelerated fileNon-accelerated filerEmerging growth company
☐☐☒☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAPInternational Financial Reporting Standards as issued by the International Accounting Standards BoardOther
☒☐☐

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes☐ No

Table of Contents

INTRODUCTIONiii
FORWARD-LOOKING INFORMATIONvii
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY45
A.History and Development of the Company45
B.Business Overview48
C.Organizational Structure82
D.Property, Plants and Equipment86
ITEM 4A.UNRESOLVED STAFF COMMENTS86
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS86
A.Operating Results86
B.Liquidity and Capital Resources94
C.Research and Development, Patents and Licenses, etc.96
D.Trend Information96
E.Critical Accounting Estimates96
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES97
A.Directors and Executive Officers97
B.Compensation of Directors and Executive Officers99
C.Board Practices100
D.Employees101
E.Share Ownership102
F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation103
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS103
A.Major Shareholders103
B.Related Party Transactions103
C.Interests of Experts and Counsel104
ITEM 8.FINANCIAL INFORMATION104
A.Consolidated Statements and Other Financial Information104
B.Significant Changes105
ITEM 9.THE OFFER AND LISTING105
A.Offer and Listing Details105
B.Plan of Distribution105
C.Markets105
D.Selling Shareholders105
E.Dilution105
F.Expenses of the Issue105

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ITEM 10.ADDITIONAL INFORMATION105
A.Share Capital105
B.Memorandum and Articles of Association106
C.Material Contracts115
D.Exchange Controls115
E.Taxation115
F.Dividends and Paying Agents120
G.Statement by Experts120
H.Documents on Display120
I.Subsidiary Information121
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK121
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES121
A.Debt Securities121
B.Warrants and Rights121
C.Other Securities121
D.American Depositary Shares121
PART II122
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES122
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS122
ITEM 15.CONTROLS AND PROCEDURES122
ITEM 16.Reserved123
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT123
ITEM 16B.CODE OF ETHICS123
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES124
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES124
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS124
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT125
ITEM 16G.CORPORATE GOVERNANCE125
ITEM 16H.MINE SAFETY DISCLOSURE126
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS126
ITEM 16JINSIDER TRADING POLICIES126
ITEM 16KCYBERSECURITY126
PART III127
ITEM 17.FINANCIAL STATEMENTS127
ITEM 18.FINANCIAL STATEMENTS127
ITEM 19.EXHIBITS127

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.