Mga Batayang Estadistika
| CIK | 1800392 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MicroAlgo Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 14, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE MicroAlgo Inc. Announces Effective Date for 30-for-1 Share Consolidation Shenzhen, China, July 14, 2025 – MicroAlgo Inc. (NASDAQ: MLGO), (the “Company”), today provided an update to its announcement of July 8, 2025, regarding the results of its Extraordinary General Meeting of Shareholders (the “EGM”) held on July 2, 2025. The Company is announcing the market eff |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, She |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, She |
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| July 8, 2025 |
Results of Extraordinary General Meeting of Shareholders Exhibit 99.1 Results of Extraordinary General Meeting of Shareholders On July 2, 2025, MicroAlgo Inc. (the “Company”) held an Extraordinary General Meeting of Shareholders (the “EGM”). The meeting took place at the Company’s headquarters in Shenzhen, People’s Republic of China. Shareholders of record as of June 9, 2025, were entitled to vote on the proposals. At the EGM, a quorum was present, and |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China ( |
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| June 20, 2025 |
Exhibit 99.3 Lock-Up Agreement This Lock-Up Agreement (this “Agreement”) is made and entered into as of June 20, 2025, by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and WiMi Hologram Cloud Inc. (the “Securityholder”). RECITALS WHEREAS, the Company and the Securityholder are parties to that certain Convertible Note Purchase Agreement, dated June 20, 2025 (the “Pu |
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| June 20, 2025 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 99.2 UNSECURED CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN |
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| June 20, 2025 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of June 20, 2025, is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “Purchaser”). WHEREAS, the Purchaser desires to subscribe for and pu |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, She |
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| June 13, 2025 |
MICROALGO INC. FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING To Be Held on July 2, 2025 Exhibit 99.2 MICROALGO INC. FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING To Be Held on July 2, 2025 I/We [insert name] of [insert address] being the registered holder of [insert number] ordinary shares1, par value US$0.2 per share, of MicroAlgo, (the “Company”) hereby appoint [insert name], or failing him/her, the Chairman (the “Chairman”)2 of the extraordinary general meeting (the “Meeting”) o |
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| June 13, 2025 |
MICROALGO INC. NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS To Be Held on July 2, 2025 Exhibit 99.1 MICROALGO INC. NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS To Be Held on July 2, 2025 To the Shareholders of MicroAlgo Inc: NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”) |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, She |
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| May 20, 2025 |
Exhibit 99.2 CONVERTIBLE PROMISSORY NOTE Effective Date: [ ] U.S. $[ ] FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China (A |
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| May 20, 2025 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2025 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and deli |
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| May 20, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-283522 PROSPECTUS SUPPLEMENT (To Prospectus dated November 29, 2024) MicroAlgo Inc. $80,000,000 Principal Amount of Unsecured Convertible Promissory Notes Due 2026 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $80,000,000 aggregate principal amount of Unsecured Conve |
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| May 8, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-283522 PROSPECTUS SUPPLEMENT (To Prospectus dated November 29, 2024) MicroAlgo Inc. $36,000,000 Principal Amount of Unsecured Convertible Promissory Notes Due 2026 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $36,000,000 aggregate principal amount of Unsecured Conve |
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| May 8, 2025 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2025 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and deli |
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| May 8, 2025 |
Exhibit 99.2 CONVERTIBLE PROMISSORY NOTE Effective Date: [ ] U.S. $[ ] FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China (A |
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| April 28, 2025 |
MicroAlgo Announces Profitable 2024 with Strong Growth in Central Processing Algorithm Services Exhibit 99.1 MicroAlgo Announces Profitable 2024 with Strong Growth in Central Processing Algorithm Services Shenzhen, China, April 28, 2025 – MicroAlgo Inc. (NASDAQ: MLGO), (the “Company”), a leading developer and application provider of bespoke central processing algorithms, today announced its financial results for the year ended December 31, 2024. The Company reported total revenues of RMB 541 |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, She |
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| April 28, 2025 |
EXHIBIT 4.2 DESCRIPTION OF SECURITIES We are an exempted company incorporated in the Cayman Islands and our affairs are governed by the memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which is referred to as the “Companies Act” below, and the common law of the Cayman Islands. Our authorized share capital is US |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION 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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 28, 2025 |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 12.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Min Shu, certify that: 1. I have reviewed this annual report on Form 20-F of MicroAlgo Inc.(the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o |
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| April 28, 2025 |
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 12.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Li He, certify that: 1. I have reviewed this annual report on Form 20-F of MicroAlgo Inc.(the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| April 28, 2025 |
EXHIBIT 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MicroAlgo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Min Shu, Chief Executive Officer of the Company, certify, pursuant t |
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| April 28, 2025 |
EXHIBIT 1.1 The Companies Act (As Revised) Of The Cayman Islands Company Limited by Shares Amended and Restated Memorandum of Association of MicroAlgo Inc. Adopted by special resolution passed on 29 November 2024 with effect from 29 November 2024 Filed: 04-Dec-2024 14:29 EST www.verify.gov.ky File#: 337091 Auth Code: E78640996912 The Companies Act (As Revised) Of The Cayman Islands Company Limited |
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| April 28, 2025 |
MicroAlgo Inc. CLAWBACK POLICY EXHIBIT 97.1 MicroAlgo Inc. CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MicroAlgo Inc. (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1. Definitions For purpo |
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| April 28, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 (333-283522) of our report dated April 28, 2025, relating to the consolidated financial statements of MicroAlgo Inc. (the “Company”), appearing in the Annual Report on Form 20-F of the Company for the years ended December 31, 2024 and |
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| April 28, 2025 |
EXHIBIT 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MicroAlgo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Li He, Chief Financial Officer of the Company, certify, pursuant to |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| December 6, 2024 |
MicroAlgo Inc. Clarifies Market Effective Date for Share Consolidation Exhibit 99.1 MicroAlgo Inc. Clarifies Market Effective Date for Share Consolidation Shenzhen, China, December 6, 2024 – MicroAlgo Inc. (NASDAQ: MLGO), (the “Company”), issued a press release on December 5, 2024, detailing the outcomes of the 2024 General Meeting of the Shareholders. Among other items, the press release announced the approval by shareholders of a 20 for 1 share consolidation (the “ |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| December 6, 2024 |
MicroAlgo Inc. Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China +(86)0755-88600589 December 6, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-7010 Re: MicroAlgo Inc. Registration Statement on Form F-3 Filed Novemb |
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| December 5, 2024 |
MicroAlgo Inc. Announces Results of 2024 Annual General Meeting of the Shareholders Exhibit 99.1 MicroAlgo Inc. Announces Results of 2024 Annual General Meeting of the Shareholders Shenzhen, China, December 5, 2024 – MicroAlgo Inc. (NASDAQ: MLGO), (the “Company”), today announced that its 2024 Annual General Meeting of the Shareholders (the “AGM”) was duly held on November 29, 2024, at the Company’s headquarters in Shenzhen, China. At the AGM, the following proposals were approve |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| November 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) MicroAlgo Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) CALCULATION OF REGISTRATION FEE Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title (1) Fee Calculation Amount Registered (1) Proposed Maximum Offering Price Per U |
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| November 29, 2024 |
Exhibit 4.4 INDENTURE Dated as of [ ] Between MicroAlgo Inc.. as Company and [ ] as Trustee DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of Construction 7 ARTICLE II FORMS OF SECURITIES Section 2.01 Form Generally 8 Section 2.02 Form of Trustee’s Certificate of Authentication 8 ARTICLE III THE DEBT SECURITIES Section 3.01 Amount Unlimit |
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| November 29, 2024 |
As filed with the Securities and Exchange Commission on November 29, 2024 As filed with the Securities and Exchange Commission on November 29, 2024 Registration No. |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of Chin |
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| October 23, 2024 |
MICROALGO INC. FORM OF PROXY FOR ANNUAL GENERAL MEETING To Be Held on November 29, 2024 Exhibit 99.2 MICROALGO INC. FORM OF PROXY FOR ANNUAL GENERAL MEETING To Be Held on November 29, 2024 I/We [insert name] of [insert address] being the registered holder of [insert number] ordinary shares1, par value US$0.01 per share, of MicroAlgo Inc., (the “Company”) hereby appoint the Chairman (the “Chairman”)2 of the annual general meeting (the “Meeting”) of the Company as my/our proxy to atten |
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| October 23, 2024 |
MICROALGO INC. NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS To Be Held on November 29, 2024 Exhibit 99.1 MICROALGO INC. NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS To Be Held on November 29, 2024 To the Shareholders of MicroAlgo Inc: NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an annual general meeting (the “Annual Meeting”) of shareholders of MicroAlgo Inc, a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”). The Annual Meet |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of Chin |
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| October 15, 2024 |
[FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE] Exhibit 99.2 [FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE |
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| October 15, 2024 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of October 11, 2024, is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “Purchaser”). WHEREAS, the Purchaser desires to subscribe for and |
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| October 9, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. $20,000,000 Principal Amount of Unsecured Promissory Notes Due 2025 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $20,000,000 aggregate principal amount of Unsecured Convertible Promi |
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| October 9, 2024 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and deli |
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| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of Chin |
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| October 9, 2024 |
Exhibit 99.2 CONVERTIBLE PROMISSORY NOTE Effective Date: [ ] U.S. $[ ] FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is |
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| October 7, 2024 |
MLGO / MicroAlgo Inc. / Otsuka Masaya - AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MicroAlgo Inc. (Name of Issuer) Ordinary Share (Title of Class of Securities) G6077Y202 (CUSIP Number) October 4,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| October 1, 2024 |
MLGO / MicroAlgo Inc. / Otsuka Masaya - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MicroAlgo Inc. (Name of Issuer) Ordinary Share (Title of Class of Securities) G6077Y202 (CUSIP Number) October 1,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| October 1, 2024 |
MLGO / MicroAlgo Inc. / Otsuka Masaya Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MicroAlgo Inc. (Name of Issuer) Ordinary Share (Title of Class of Securities) G6077Y202 (CUSIP Number) September31 ,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2024 Commission file number 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| September 25, 2024 |
MICROALGO INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 MICROALGO INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2023 June 30, 2024 June 30, 2024 RMB RMB USD AUDITED ASSETS CURRENT ASSETS Cash and cash equivalents 317,212,066 433,416,702 60,815,050 Short-term investments 18,411,162 41,730,060 5,855,371 Accounts receivable, net 23,011,758 21,578,401 3,027,783 Prepaid services fees 48,495,817 56,07 |
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| September 25, 2024 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed unaudited interim condensed consolidated financial statements and related notes included in Exhibit 99.1. This discussion and other parts of this report contain forward-looking statements that involve |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-40024 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| August 2, 2024 |
Exhibit 99.2 CONVERTIBLE PROMISSORY NOTE Effective Date: [ ] U.S. $[ ] FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is |
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| August 2, 2024 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and deli |
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| August 2, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. $30,000,000 Principal Amount of Unsecured Promissory Notes Due 2025 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $30,000,000 aggregate principal amount of Unsecured Convertible Promi |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China |
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| June 28, 2024 |
MLGO / MicroAlgo Inc. / Otsuka Masaya - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MicroAlgo Inc. (Name of Issuer) Ordinary Share (Title of Class of Securities) G6077Y202 (CUSIP Number) June 26,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| June 20, 2024 |
MLGO / MicroAlgo Inc. / Otsuka Masaya Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MicroAlgo Inc. (Name of Issuer) Ordinary Share (Title of Class of Securities) G6077Y202 (CUSIP Number) June 6,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| June 6, 2024 |
Convertible Note Purchase Agreement Exhibit 99.1 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing and deli |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China ( |
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| June 6, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. $30,000,000 Principal Amount of Unsecured Promissory Notes Due 2025 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $30,000,000 aggregate principal amount of Unsecured Convertible Promi |
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| June 6, 2024 |
Exhibit 99.2 CONVERTIBLE PROMISSORY NOTE Effective Date: [ ] U.S. $[ ] FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is |
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| April 11, 2024 |
EXHIBIT 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MicroAlgo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Min Shu, Chief Executive Officer of the Company, certify, pursuant t |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION 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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 11, 2024 |
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 12.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Li He, certify that: 1. I have reviewed this annual report on Form 20-F of MicroAlgo Inc.(the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| April 11, 2024 |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 12.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Min Shu, certify that: 1. I have reviewed this annual report on Form 20-F of MicroAlgo Inc.(the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o |
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| April 11, 2024 |
EXHIBIT 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of MicroAlgo Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Li He, Chief Financial Officer of the Company, certify, pursuant to |
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| April 11, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-274570) and Form F-3 (No. 333-276098) of our report dated April 11, 2024 relating to the consolidated financial statements of MicroAlgo Inc., appearing in this Form 20-F for the year ended December 31, 2023. We also consent to the re |
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| April 11, 2024 |
EXHIBIT 4.2 DESCRIPTION OF SECURITIES We are an exempted company incorporated in the Cayman Islands and our affairs are governed by the memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which is referred to as the “Companies Act” below, and the common law of the Cayman Islands. We currently have only one class o |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Sh |
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| March 20, 2024 |
MicroAlgo Inc. Announces Results of its 2024 Extraordinary Meeting of the Shareholders Exhibit 99.1 MicroAlgo Inc. Announces Results of its 2024 Extraordinary Meeting of the Shareholders Shenzhen, China, March 19, 2024 – MicroAlgo Inc. (NASDAQ: MLGO), (the “Company”), today announced that its 2024 Extraordinary General Meeting of the Shareholders (the “EGM”) was duly held on March 15, 2024, at the Company’s headquarters in Shenzhen, China. At the EGM, the following proposals were ap |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 333-274650 MicroAlgo Inc. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| February 29, 2024 |
MICROALGO INC. NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS To Be Held on March 15, 2024 Exhibit 99.1 MICROALGO INC. NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS To Be Held on March 15, 2024 To the Shareholders of MicroAlgo Inc: NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our |
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| February 28, 2024 |
Exhibit 99.1 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of February 27, 2024, by and between MicroAlgo Inc., a Cayman Islands Company (the “Company”), and WiMi Hologram Cloud Inc., the parent of the Company (the “Purchaser” or “WiMi”). Recitals WHEREAS, the Company and certain investors (“Note Investors”) desire to enter into convertible note t |
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| February 28, 2024 |
Exhibit 99.3 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, MicroAlgo Inc., a Cayman Islands exempted company (“Borrower”), promises to pay to , a company, or its successors or assigns (“Lender”), $[ ] and any interest, fees, charges, and late fees accrued hereunder on the date (the “Maturity Date”) that is 360 days after the date the Purchase Price for this Note is delivered by Lender to Borrowe |
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| February 28, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. $11,000,000 Principal Amount of Unsecured Promissory Notes Due 2025 And Ordinary Shares Underlying Unsecured Promissory Notes This prospectus supplement relates to the issuance and sale of (i) $11,000,000 aggregate principal amount of Unsecured Convertible Promi |
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| February 28, 2024 |
Convertible Note Purchase Agreement Exhibit 99.2 Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”), dated as of February [ ], 2024 is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). A. The Company and the Purchaser are executing |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-40024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| January 11, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between MicroAlgo Inc., a Cayman Islands company (the “Company”), and [ ] (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securiti |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2024 Commission File Number: 001-40024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| January 10, 2024 |
MicroAlgo Inc. Up to $2,900,000 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. Up to $2,900,000 Ordinary Shares This prospectus supplement relates to the issuance and sale of up to up to $2,900,000 in Ordinary Shares, par value $0.001 per share (the “Ordinary Shares”), of MicroAlgo Inc., a holding company incorporated as an exempted compan |
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| January 10, 2024 |
MLGO / MicroAlgo Inc. / WiMi Hologram Cloud Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MicroAlgo Inc. (Name of Issuer) Ordinary shares (Title of Class of Securities) G6077Y103 (CUSIP Number) Jie Zhao WiMi Hologram Cloud Inc. Room#2002, Building A, Wentley Center, 1st West Dawang Road, Chaoyang District, Beijing The People’s Republic of Chi |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2024 Commission File Number: 001-40024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, |
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| January 5, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2024, between MicroAlgo Inc., a Cayman Islands company (the “Company”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an ef |
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| January 4, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-276098 PROSPECTUS SUPPLEMENT (To Prospectus dated December 18, 2023) MicroAlgo Inc. Up to $4,000,000 Ordinary Shares and Up to 2,300,000 Ordinary Shares underlying previously-issued Warrants This prospectus supplement relates to the issuance and sale of up to up to $4,000,000 in Ordinary Shares, par value $0.001 per share (the “Ordinary Shares” |
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| December 26, 2023 |
MicroAlgo Inc. Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China +(86)0755-88600589 December 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-7010 Re: MicroAlgo Inc. Registration Statement on Form F-3 Filed Decem |
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| December 18, 2023 |
As filed with the Securities and Exchange Commission on December 18, 2023 As filed with the Securities and Exchange Commission on December 18, 2023 Registration No. |
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| December 18, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) MicroAlgo Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) CALCULATION OF REGISTRATION FEE Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title (1) Fee Calculation Amount Registered (1) Proposed Maximum Offering Price Per U |
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| September 19, 2023 |
MICROALGO INC. 2023 EQUITY INCENTIVE PLAN Exhibit 10.1 MICROALGO INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of this Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Officers, Directors and Consultants (each a “Service Provider” and, together, the “Service Providers”) and to promote the success of the Company’s |
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| September 19, 2023 |
As filed with the Securities and Exchange Commission on September 19, 2023 As filed with the Securities and Exchange Commission on September 19, 2023 Registration No. |
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| September 19, 2023 |
CALCULATION OF REGISTRATION FEE Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value $0. |
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| August 9, 2023 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes included in Exhibit 99.1. This discussion and other parts of this report contain forward-looking statements |
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| August 9, 2023 |
MICROALGO INC. AND SUBSIDIARIES UNAUDTED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 MICROALGO INC. AND SUBSIDIARIES UNAUDTED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS December 31, June 30 June 30 2022 2023 2023 RMB RMB USD ASSETS CURRENT ASSETS Cash and cash equivalents 297,710,673 138,675,781 19,191,755 Accounts receivable, net 18,125,011 37,723,534 5,220,672 Inventories 909,047 - - Prepaid services fees 25,929,098 46,500,506 6,435,344 Other receivables and prep |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2023 Commission File Number: 001-40024 MICROALGO INC. (Registrant’s Name) Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, S |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number:001-40024 MICROALGO INC. (Translation of registrant’s name into English) Unit 507,Building C,Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Pa |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40024 MicroAlg |
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| March 29, 2023 |
EXHIBIT 21.1 List of Subsidiaries Name Background Ownership VIYI Algorithm Inc.(“VIYI”) ● A Cayman Island company 100% owned by MicroAlgo ● Incorporated on September 24, 2020 ● A holding company VIYI Technology Ltd. (“VIYI Ltd”) ● A Hong Kong company 100% owned by VIYI ● Incorporated on October 9, 2020 ● A holding company Shenzhen Weiyixin Technology Co., Ltd. (“Shenzhen Weiyixin”) ● A PRC limited |
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| March 29, 2023 |
EXHIBIT 4.2 DESCRIPTION OF SECURITIES We are an exempted company incorporated in the Cayman Islands and our affairs are governed by the memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which is referred to as the “Companies Act” below, and the common law of the Cayman Islands. We currently have only one class o |
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| March 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-40024 MicroAlgo Inc. |
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| March 29, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 Date of Report (Date of earliest event reported): March 29, 2023 MicroAlgo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 000-40024 00-0000000Not Applicable (State or other jurisdiction of incorporation or |
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| March 29, 2023 |
MicroAlgo Inc. Files 2022 Annual Report on Form 10-K Exhibit 99.1 MicroAlgo Inc. Files 2022 Annual Report on Form 10-K SHENZHEN, March 29, 2023 /PRNewswire/ - MicroAlgo Inc. (Nasdaq: MLGO) (“MicroAlgo” or the “Company”), a leading Central processing algorithm technology service provider, today announced that it filed its annual report on Form 10-K for the fiscal year ended December 31, 2022 with the Securities and Exchange Commission (the “SEC”). ● |
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| March 17, 2023 |
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 Date of Report (Date of earliest event reported) March 17, 2023 MicroAlgo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-40024 00-0000000Not Applicable (State or other jurisdiction of incorporation) (C |
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| March 17, 2023 |
Letter from Marcum LLP to the Securities and Exchange Commission, dated March 17, 2023 Exhibit 16.1 March 17, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by MicroAlgo Inc. (formerly known as “Venus Acquisition Corporation”) under Item 4.01 of its Form 8-K dated March 17, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s |
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| February 6, 2023 |
MLGO / MicroAlgo Inc / Weiss Asset Management LP Passive Investment 43,856,706 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 13, 2023 |
Exhibit 10.1 FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, effective as of January 13, 2023 (this “Agreement”), is entered into by and between MicroAlgo Inc., a Cayman Islands exempted company (the “Company”), and Joyous JD Limited, a Company of the British Virgin Islands (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth |
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| January 13, 2023 |
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 Date of Report (Date of earliest event reported) January 13, 2023 MicroAlgo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 001-40024 00-0000000Not Applicable (State or other jurisdiction of incorporation) |
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| January 13, 2023 |
Form of Registration Rights Agreement EX-10.2 3 microalgoex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [DATE] between MicroAlgo Inc., a Cayman Islands exempted corporation (the “Company”), and Joyous JD Limited, a British Virgin Islands company (the “Investor”). WHEREAS, the Company and the Investor are parties to a Privat |
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| January 13, 2023 |
MicroAlgo Inc. Announces Enters Securities Purchase Agreement for up to US$3.2 Million Exhibit 99.1 MicroAlgo Inc. Announces Enters Securities Purchase Agreement for up to US$3.2 Million NEW YORK, January 13, 2023 /PRNewswire/ - MicroAlgo Inc. (the “Company” or “MicroAlgo”) (NASDAQ: MLGO) today announced that it has entered into a definitive agreement for the issuance and sale of 2,666,667 private placement units at $1.20 per unit, each unit consisting of one ordinary share of the C |
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| January 10, 2023 |
MLGO / MicroAlgo Inc / JOYOUS JD Ltd - SC 13G Passive Investment SC 13G 1 microalgosc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MicroAlgo Inc. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6077Y103 (CUSIP Number) December 28, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to |
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| January 5, 2023 |
MLGO / MicroAlgo Inc / Guosheng Holdings Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MicroAlgo Inc. (Name of Issuer) Ordinary shares (Title of Class of Securities) G6077Y103 (CUSIP Number) Guosheng Holdings Limited. 1703, west block, Shun Tak Centre, 168-200 Connaught Road Central, Central and Western District, Hong Kong (Name, Address and Telephone Number |
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| January 5, 2023 |
MLGO / MicroAlgo Inc / MIDI Capital Markets,LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MicroAlgo Inc. (Name of Issuer) Ordinary shares (Title of Class of Securities) G6077Y103 (CUSIP Number) MIDI CAPITAL MARKETS, LLC. 1613, Dayou building, 181 Johnston Road, Wanchai, Hong Kong (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co |
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| January 5, 2023 |
MLGO / MicroAlgo Inc / WiMi Hologram Cloud Inc. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MicroAlgo Inc. (Name of Issuer) Ordinary shares (Title of Class of Securities) G6077Y103 (CUSIP Number) Jie Zhao WiMi Hologram Cloud Inc. Room#2002, Building A, Wentley Center, 1st West Dawang Road, Chaoyang District, Beijing The People?s Republic of China, 100020 (+852) 2 |
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| January 5, 2023 |
MLGO / MicroAlgo Inc / Milestone Investments Ltd - SC 13D Activist Investment SC 13D 1 milestoneinvest-microsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MicroAlgo Inc. (Name of Issuer) Ordinary shares (Title of Class of Securities) G6077Y103 (CUSIP Number) MILESTONE INVESTMENTS LIMITED. 808, Beihai Center, 338 Hennessy Road, Wanchai, Hong Kong (Name, Address and Telephone Numb |
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| December 16, 2022 |
Exhibit 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT (?Escrow Agreement?) is made as of December 9, 2022 by and among WiMi Hologram Cloud Inc., (the ?Seller?), Venus Acquisition Corporation, a Cayman Islands exempted company (the ?Purchaser? or ?Venus?), and Vstock Transfer, LLC, a California company with registered office address at 18 Lafayette Pl, Woodmere, NY 11598 (?Escrow Agent?). Capitalized |
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| December 16, 2022 |
VIYI ALGORITHM INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.2 VIYI ALGORITHM INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS December 31, September 30, September 30, 2021 2022 2022 RMB RMB USD ASSETS CURRENT ASSETS Cash and cash equivalents 272,368,599 146,938,562 20,696,155 Accounts receivable, net 17,643,292 27,441,144 3,865,059 Inventories 5,251,250 3,755,199 528,916 Prepaid services fees 25,126,303 42,597,114 5, |
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| December 16, 2022 |
First Amendment to the Business Combination and Merger Agreement dated as of January 24, 2022 EX-2.2 3 microalgoex2-2.htm EXHIBIT 2.2 Exhibit 2.2 AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 TO MERGER AGREEMENT (the “Agreement”), dated as of January , 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), Venus Merger Sub Corp., a Cayman I |
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| December 16, 2022 |
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF September 30, 2022 Exhibit 99.4 PRO FORMA CONSOLIDATED BALANCE SHEET AS OF September 30, 2022 (A) VIYI (B) Venus Pro Forma Adjustments Pro Forma Balance Sheet ASSETS CURRENT ASSETS Cash and cash equivalents $ 20,696,155 $ 18,238 $ 48,544,367 (4) $ 41,672,093 (1,269,763 ) (5) (26,316,904 ) (6) Accounts receivable, net 3,865,059 - - 3,865,059 Inventories 528,916 - - 528,916 Prepaid services fees 5,999,763 14,875 - 6,0 |
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| December 16, 2022 |
Second Amendment to the Business Combination and Merger Agreement dated as of August 2, 2022 Exhibit 2.3 AMENDMENT NO. 2 TO MERGER AGREEMENT This AMENDMENT NO. 2 TO MERGER AGREEMENT (the ?Agreement?), dated as of August 2, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (?VIYI? or the ?Company?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus? or the ?Purchaser?), Venus Merger Sub Corp., a Cayman Islands exempted com |
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| December 16, 2022 |
Exhibit 99.1 Venus Acquisition Corporation Announces Closing of Business Combination; MicroAlgo Inc. to trade on Nasdaq under the Symbol ?MLGO?. NEW YORK, Dec. 12, 2022 /PRNewswire/ - Venus Acquisition Corporation (the ?Company? or ?Venus?) (NASDAQ: VENA) today announced that, on December 9, 2022, the Company closed the previously announced business combination (the ?Business Combination?) with VI |
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| December 16, 2022 |
Form of Non-Competition and Non-Solicitation Agreement EX-10.5 13 microalgoex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Agreed Form FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [ ], 2022, by [ ]1 (the “Covenantor”) in favor of, and for the benefit of: MicroAlgo Inc. (formerly named Venus Acquisition Corporation), a Cayman Islands exempted com |
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| December 16, 2022 |
Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Venus Acquisition Corporation), a Cayman Islands exempted company (the ?Company?), and each of the undersigned parties listed on the signature pages hereto under ?Holders? (each, an ?Holder? and collectively, the ?Holders?). WHEREAS, |
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| December 16, 2022 |
Form of Indemnification Agreement Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of December 9, 2022 by and between MicroAlgo Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the ?Company?), and (ID Number: ) (the ?Indemnitee?). WHEREAS, the Indemnitee has agreed to serve as a director or executive officer of the Co |
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| December 16, 2022 |
Specimen Ordinary Share Certificate Exhibit 4.1 NUMBER OF SHARES NUMBER NUMBER CUSIP G6077Y103 CUSIP G9420F 102 SEE REVERSE FOR CERTAIN DEFINITIONS MICROALGO INC. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH OF MICROALGO INC. (THE ?COMPANY?) transferable on the books of the Company in person or by du |
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| December 16, 2022 |
EX-10.1 9 microalgoex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Agreed Form FORM OF LOCK-UP AGREEMENT [ ], 2022 MicroAlgo Inc. (formerly named Venus Acquisition Corporation) Unit 507, Building C, Taoyuan Street Long Jing High and New Technology Jingu Pioneer Park Nanshan District, Shenzhen, 518052 People’s Republic of China VIYI Algorithm Inc. Unit 507, Building C, Taoyuan Street Long Jing High and New Te |
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| December 16, 2022 |
Exhibit 21.1 Name Background Ownership VIYI Technology Ltd. (?VIYI Ltd?) ? A Hong Kong company 100% owned by VIYI ? Incorporated on October 9, 2020 ? A holding company Shenzhen Weiyixin Technology Co., Ltd. (?Shenzhen Weiyixin?) ? A PRC limited liability company and deemed a wholly foreign owned enterprise (?WFOE?) 100% owned by VIYI Ltd ? Incorporated on November 18, 2020 Registered capital of RM |
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| December 16, 2022 |
Exhibit 2.1 Execution Version MERGER AGREEMENT Dated as of June 10, 2021 by and among VIYI Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp., and WiMi Hologram Cloud Inc. TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 ARTICLE II. MERGER 13 Section 2.1 Merger 13 Section 2.2 Closing; Effective Time 14 Section 2.3 Effect of the Merger 14 Section 2.4 Directors and Officers. 14 Sec |
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| December 16, 2022 |
Form of Amendment to Backstop Agreement Exhibit 10.6 AMENDMENT TO BACKSTOP AGREEMENT This Amendment to the Backstop Agreement (the ?Agreement?), dated December 9, 2022, is by and among Joyous JD Limited (?Joyous?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus?), and Yolanda management Corporation (?Yolanda?). Joyous, Venus, and Yolanda are sometimes collectively referred to as the ?Parties? and individually a |
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| December 16, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIYI EX-99.3 18 microalgoex99-3.htm EXHIBIT 99.3 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VIYI Overview VIYI is dedicated to the development and application of bespoke central processing algorithms. VIYI provides comprehensive solutions to customers by integrating central processing algorithms with software or hardware, or both, to streamline |
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| December 16, 2022 |
Fourth Amendment to the Business Combination and Merger Agreement dated as of August 10, 2022 Exhibit 2.5 AMENDMENT NO. 4 TO MERGER AGREEMENT This AMENDMENT NO. 4 TO MERGER AGREEMENT (the ?Agreement?), dated as of August 10, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (?VIYI? or the ?Company?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus? or the ?Purchaser?), Venus Merger Sub Corp., a Cayman Islands exempted co |
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| December 16, 2022 |
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 December 16, 2022 (December 9, 2022) Date of Report (Date of earliest event reported) MicroAlgo Inc. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 00-0000000Not Applicable (State or other jurisdictio |
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| December 16, 2022 |
Third Amendment to the Business Combination and Merger Agreement dated as of August 3, 2022 Exhibit 2.4 AMENDMENT NO. 3 TO MERGER AGREEMENT This AMENDMENT NO. 3 TO MERGER AGREEMENT (the ?Agreement?), dated as of August 3, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (?VIYI? or the ?Company?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus? or the ?Purchaser?), Venus Merger Sub Corp., a Cayman Islands exempted com |
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| December 16, 2022 |
MicroAlgo Inc. Amended and Restated Articles of Incorporation Exhibit 3.1 Companies Act (Revised) Company Limited by Shares MicroAlgo Inc. AMENDED & RESTATED ARTICLES OF ASSOCIATION Adopted by special resolution passed on 21 October 2022 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 3 Exclusion of Table A Articles 4 2 Shares 4 Power to issue Shares and options, with or without special rights 4 Power to issue f |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MicroAlgo Inc. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Unit 507, Building C, Taoyua |
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| December 12, 2022 |
Form 25 |
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| December 12, 2022 |
25 1 venusacq25.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-251507 Venus Acquisition Corporation (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 4 |
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| December 9, 2022 |
VENA / Venus Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 23, 2022 |
Exhibit 10.1 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Agreement?) is made as of this 23rd day of November, 2022 by and between (i) Venus Acquisition Corporation (?SPAC? or ?Issuer?), a Cayman Islands exempted company, (ii) Yolanda Management Corporation (?Sponsor?), and the undersigned subscribers (?Buyers?). WHEREAS, the Issuer was organized for the purpose of acquiring, through a merger |
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| November 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 Venus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-440024 00-0000000Not Applicable (State or other jurisd |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION |
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| November 18, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING NT 10-Q 1 venusacquisitionnt10q.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transi |
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| November 18, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 Venus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-440024 00-0000000Not Applicable (State or other jurisd |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2022 Venus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdi |
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| October 20, 2022 |
DEF 14A 1 venusacquisitioncordef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission O |
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| October 14, 2022 |
RW 1 venusacquisitionrw.htm RW October 14, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Venus Acquisition Corporation Application for Registration Withdrawal on Form RW for Registration Statement on Form S-4 (Registration No. 333-257518) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as a |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit |
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| October 4, 2022 |
definitive proxy statement filed with the SEC on October 4, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 30, 2022 |
EX-16.1 2 venusacquisitionex16-1.htm EXHIBIT 16.1 Exhibit 16.1 September 30, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Venus Acquisition Corporation under Item 4.01 of its Form 8-K dated September 30, 2022. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree |
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| September 30, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 September 30, 2022 Date of Report (Date of earliest event reported) VENUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40024 n/a 00-0000000 (State or other jurisdiction of incorpor |
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| September 30, 2022 |
United States securities and exchange commission logo September 30, 2022 Yanming Liu Chief Executive Officer Venus Acquisition Corp 477 Madison Avenue, 6th Floor New York, NY 10022 Re: Venus Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed August 3, 2022 File No. |
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| September 19, 2022 |
CORRESP 1 filename1.htm Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 September 19, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acqu |
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| September 19, 2022 |
PRER14A 1 venusacquisitionprer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 3) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 15, 2022 |
United States securities and exchange commission logo September 15, 2022 Yanming Liu Chief Executive Officer Venus Acquisition Corp 477 Madison Avenue, 6th Floor New York, NY 10022 Re: Venus Acquisition Corp Revised Preliminary Proxy Statement on Schedule 14A Filed September 2, 2022 File No. |
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| September 2, 2022 |
PRER14A 1 venusacquisitionprer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 2, 2022 |
CORRESP 1 filename1.htm Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 September 2, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acqui |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION CORP |
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| August 12, 2022 |
United States securities and exchange commission logo August 12, 2022 Yanming Liu Chief Executive Officer Venus Acquisition Corp 477 Madison Avenue, 6th Floor New York, NY 10022 Re: Venus Acquisition Corp Revised Preliminary Proxy Statement on Schedule 14A Filed August 10, 2022 File No. |
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| August 11, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 August 10, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corporation Respons |
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| August 10, 2022 |
PRER14A 1 venusacquisitionprer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 10, 2022 |
Exhibit 2.01 AMENDMENT NO. 4 TO MERGER AGREEMENT This AMENDMENT NO. 4 TO MERGER AGREEMENT (the ?Agreement?), dated as of August 10, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (?VIYI? or the ?Company?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus? or the ?Purchaser?), Venus Merger Sub Corp., a Cayman Islands exempted c |
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| August 10, 2022 |
CORRESP 1 filename1.htm Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 August 10, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisi |
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| August 10, 2022 |
Exhibit 2.01 AMENDMENT NO. 4 TO MERGER AGREEMENT This AMENDMENT NO. 4 TO MERGER AGREEMENT (the “Agreement”), dated as of August 10, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted c |
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| August 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 10, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction of |
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| August 10, 2022 |
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 August 10, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable (State or other jurisdiction of incorporat |
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| August 9, 2022 |
United States securities and exchange commission logo August 9, 2022 Yanming Liu Chief Executive Officer Venus Acquisition Corp 477 Madison Avenue, 6th Floor New York, NY 10022 Re: Venus Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed August 3, 2022 File No. |
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| August 4, 2022 |
EX-2 2 venusacqex2-01.htm EXHIBIT 2.01 Exhibit 2.01 AMENDMENT NO. 3 TO MERGER AGREEMENT This AMENDMENT NO. 3 TO MERGER AGREEMENT (the “Agreement”), dated as of August 3, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger |
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| August 4, 2022 |
Exhibit 2.01 AMENDMENT NO. 3 TO MERGER AGREEMENT This AMENDMENT NO. 3 TO MERGER AGREEMENT (the ?Agreement?), dated as of August 3, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (?VIYI? or the ?Company?), Venus Acquisition Corporation, a Cayman Islands exempted company (?Venus? or the ?Purchaser?), Venus Merger Sub Corp., a Cayman Islands exempted co |
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| August 4, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 3, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction of |
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| August 4, 2022 |
DEFA14A 1 venusacquisitiondefa14a.htm DEFA14A 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 August 3, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicab |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| August 3, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 August 3, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the |
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| August 2, 2022 |
Exhibit 2.01 AMENDMENT NO. 2 TO MERGER AGREEMENT This AMENDMENT NO. 2 TO MERGER AGREEMENT (the “Agreement”), dated as of August 2, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger Sub Corp., a Cayman Islands exempted co |
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| August 2, 2022 |
EX-2 2 venusacqex2-01.htm EXHIBIT 2.01 Exhibit 2.01 AMENDMENT NO. 2 TO MERGER AGREEMENT This AMENDMENT NO. 2 TO MERGER AGREEMENT (the “Agreement”), dated as of August 2, 2022 (the “Signing Date”), by and among VIYI Algorithm Inc., a Cayman Islands exempted company (“VIYI” or the “Company”), Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus” or the “Purchaser”), Venus Merger |
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| August 2, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 August 2, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction of |
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| August 2, 2022 |
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 August 2, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction of |
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| July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Venus Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) G9420F102 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| July 1, 2022 |
Exhibit 99.7 5 May 2022 The Board of Directors VIYI Algorithm inc. Dear Sirs, RE: Consent to the issue of the valuation report for VIYI Algorithm Inc. (the ?Company?) in relation to goodwill impairment test on threeentities We refer to the valuation report on the fair value of equity interest in the following three entities: ? FE-DA Electronics Company Private Limited ? Shanghai Guoyu Information |
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| July 1, 2022 |
Consent of Guangdong Jiayin Law Firm (Included contained in Exhibit 5.3 Exhibit 5.3 April 22 , 2022 To: VIYI Algorithm Inc. (Referred as the ?Company?) Re: Legal Opinion on Certain PRC Legal Matters Ladies and Gentlemen: We are lawyers qualified in the People?s Republic of China (the ?PRC? or ?China?, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region, or Taiwan) and as such a |
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| July 1, 2022 |
As Filed with the Securities and Exchange Commission on June 30, 2022 As Filed with the Securities and Exchange Commission on June 30, 2022 Registration No. |
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| June 30, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 June 30, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the |
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| June 16, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 June 16, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the |
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| June 16, 2022 |
As Filed with the Securities and Exchange Commission on June 16, 2022 As Filed with the Securities and Exchange Commission on June 16, 2022 Registration No. |
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| May 13, 2022 |
Promissory Note, dated as of February 10, 2022, issued to Yolanda Management Corporation.* EX-10.1 2 venusacquisitionex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFA |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION COR |
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| May 12, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker& Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 May 12, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the St |
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| May 12, 2022 |
As Filed with the Securities and Exchange Commission on May 12, 2022 As Filed with the Securities and Exchange Commission on May 12, 2022 Registration No. |
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| May 12, 2022 |
Consent of Guangdong Jiayin Law Firm (Included contained in Exhibit 5.3). Exhibit 5.3 April 22 , 2022 To: VIYI Algorithm Inc. (Referred as the “Company”) Re: Legal Opinion on Certain PRC Legal Matters Ladies and Gentlemen: We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region, or Taiwan) and as such a |
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| May 12, 2022 |
EX-99.7 5 venusacquisitionex99-7.htm EXHIBIT 99.7 Exhibit 99.7 5 May 2022 The Board of Directors VIYI Algorithm inc. Dear Sirs, RE: Consent to the issue of the valuation report for VIYI Algorithm Inc. (the “Company”) in relation to goodwill impairment test on threeentities We refer to the valuation report on the fair value of equity interest in the following three entities: – FE-DA Electronics Com |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40024 VENUS ACQUISITION |
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| March 25, 2022 |
EX-4.7 2 venusacquisitionex4-7.htm EXHIBIT 4.7 Exhibit 4.7 DESCRIPTION OF SECURITIES Venus Acquisition Corporation (“we,” “our,” “us” or the “Company”) is a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and common law of the Cayman Islands. On February 11, 2021, we consummated our initial public of |
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| February 14, 2022 |
VENA / Venus Acquisition Corporation / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Venus Acquisition Corporation (Name of Issuer) Ordinary shares, Par Value $.00001 Per Share (Title of Class of Securities) G9420F102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Venus Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) G9420F102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 11, 2022 |
As Filed with the Securities and Exchange Commission on February 11, 2022 S-4/A 1 venusacqcorps4a.htm S-4/A As Filed with the Securities and Exchange Commission on February 11, 2022 Registration No. 333-257518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 AMENDMENT NO. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venus Acquisition Corporation (Exact name of Registrant as specified in its charter) Cayman Islands 6770 Not Ap |
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| February 11, 2022 |
Steven Glauberman, Esq. [email protected] Phone: (212) 599 3322 ext. 25115 Fax: (212) 557-0295 Becker& Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 February 11, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to t |
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| February 7, 2022 |
VENA / Venus Acquisition Corporation / Weiss Asset Management LP Passive Investment CUSIP NO. G9420F102 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Venus Acquisition Corp - (Name of Issuer) Ordinary shares, par value $0.00001 Per Share - (Title of Class of Securities) G94 |
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| January 24, 2022 |
Exhibit 10.1 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Agreement?) is made as of this 24th day of January, 2022 by and between (i) Venus Acquisition Corporation (?SPAC? or ?Issuer?), a Cayman Islands exempted company, and (ii) WiMi Hologram Cloud Inc., a company incorporated in the Cayman Islands (?Buyer?). WHEREAS, Issuer was organized for the purpose of acquiring, through a merger, capit |
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| January 24, 2022 |
Exhibit 2.1 AMENDMENT NO. 1 TO MERGER AGREEMENT Dated as of January 24, 2022 by and among VIYI Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp., and WiMi Hologram Cloud Inc. AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 TO MERGER AGREEMENT (the ?Agreement?), dated as of January 24, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempte |
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| January 24, 2022 |
Exhibit 2.1 AMENDMENT NO. 1 TO MERGER AGREEMENT Dated as of January 24, 2022 by and among VIYI Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp., and WiMi Hologram Cloud Inc. AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 TO MERGER AGREEMENT (the ?Agreement?), dated as of January 24, 2022 (the ?Signing Date?), by and among VIYI Algorithm Inc., a Cayman Islands exempte |
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| January 24, 2022 |
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 January 24, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction o |
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| January 24, 2022 |
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 January 24, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction o |
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| January 24, 2022 |
Exhibit 10.2 BACKSTOP TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this ?Agreement?) is made as of January 24, 2022, by and between Venus Acquisition Corporation (the ?Company?) and Ever Abundant Investments Limited (the ?Subscriber?). The Company and the Subscriber are hereinafter collectively referred to as the ?Parties? for the purpose of this Agreement. WHEREAS, each of the Company and th |
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| January 24, 2022 |
Exhibit 10.2 BACKSTOP TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this ?Agreement?) is made as of January 24, 2022, by and between Venus Acquisition Corporation (the ?Company?) and Ever Abundant Investments Limited (the ?Subscriber?). The Company and the Subscriber are hereinafter collectively referred to as the ?Parties? for the purpose of this Agreement. WHEREAS, each of the Company and th |
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| January 24, 2022 |
Exhibit 10.1 BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Agreement?) is made as of this 24th day of January, 2022 by and between (i) Venus Acquisition Corporation (?SPAC? or ?Issuer?), a Cayman Islands exempted company, and (ii) WiMi Hologram Cloud Inc., a company incorporated in the Cayman Islands (?Buyer?). WHEREAS, Issuer was organized for the purpose of acquiring, through a merger, capit |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-Q/A (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM 10-Q/A (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VE |
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| January 18, 2022 |
VENUS ACQUISITION CORPORATION Balance Sheet February 11, 2021 Exhibit 99.1 VENUS ACQUISITION CORPORATION Balance Sheet February 11, 2021 VENUS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Balance Sheet (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Venus Acquisition Cor |
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| January 18, 2022 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 2 to Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2021 Date of Report (Date of earliest event reported) Venus Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 n/a 00-0000000 (State or other juri |
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| January 18, 2022 |
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 January 7, 2022 Date of Report (Date of earliest event reported) Venus Acquisition Corporation. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40024 Not Applicable 00-0000000 (State or other jurisdiction of |
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| January 11, 2022 |
VENA / Venus Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 3 )* Venus Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $ 0.001 (Title of Class of Securities) G9240F102 (CUSIP Number) |
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| January 7, 2022 |
As Filed with the Securities and Exchange Commission on January 7, 2022 As Filed with the Securities and Exchange Commission on January 7, 2022 Registration No. |
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| January 7, 2022 |
Brian C. Daughney, Esq. email: [email protected] Phone: (212) 599-3322 ext 25119 Fax: (212) 557-0295 Becker& Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 January 7, 2022 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to |
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| December 23, 2021 |
As Filed with the Securities and Exchange Commission on December 23, 2021 As Filed with the Securities and Exchange Commission on December 23, 2021 Registration No. |
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| December 23, 2021 |
Brian C. Daughney, Esq. email: [email protected] Phone: (212) 599-3322 ext 25119 Fax: (212) 557-0295 Becker& Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 December 23, 2021 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION |
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| October 6, 2021 |
Consent of Guang zhuone Law Firm, contained in Exhibit 5.3 Exhibit 5.3 September 30 , 2021 To: VIYI Algorithm Inc. (Referred as the ?Company?) Re: Legal Opinion on Certain PRC Legal Matters Ladies and Gentlemen: We are lawyers qualified in the People?s Republic of China (the ?PRC? or ?China?, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region, or Taiwan) and as su |
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| October 6, 2021 |
As Filed with the Securities and Exchange Commission on October 6, 2021 S-4/A 1 venusacquisitions4a2.htm S-4/A As Filed with the Securities and Exchange Commission on October 6, 2021 Registration No. 333-257518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venus Acquisition Corporation (Exact name of Registrant as specified in its charter) Cayman Islands 6770 Not |
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| October 6, 2021 |
Brian C. Daughney, Esq. [email protected] Phone: (212) 599-3322 ext 25119 Fax: (212) 557-0295 Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 October 6, 2021 Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the S |
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| September 28, 2021 |
VENA / Venus Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 2 )* Venus Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $ 0.001 (Title of Class of Securities) G9240F102 (CUSIP Number) |
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| September 3, 2021 |
Form of Proxy for Extraordinary General Meeting of Holders of Venus ordinary shares EX-99.5 4 venusacquisitionex99-5.htm EXHIBIT 99.5 EXHIBIT 99.5 VENUS ACQUISITION CORPORATION FORM OF PROXY CARD PROXY CARD Venus Acquisition Corporation 477 Madison Avenue, 6th Floor New York, NY 10022 Extraordinary General MEETING THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VENUS ACQUISITION CORPORATION The undersigned appoints Yanming Liu and Changjiang (River) Chi (the “Proxi |
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| September 3, 2021 |
Brian C. Daughney, Esq. [email protected] Phone: (212) 599-3322 ext 25119 Fax: (212) 557-0295 BECKER Becker & Poliakoff, LLP 45 Broadway, 17th Floor New York, New York 10006 September 3, 2021 Division of Corporation Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Amanda Kim Mr. Mitchell Austin Re: Venus Acquisition Corp Response to the St |
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| September 3, 2021 |
As Filed with the Securities and Exchange Commission on September 3, 2021 S-4/A 1 venusacquisitions4a.htm S-4/A As Filed with the Securities and Exchange Commission on September 3, 2021 Registration No. 333-257518 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Venus Acquisition Corporation (Exact name of Registrant as specified in its charter) Cayman Islands 6770 No |
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| September 3, 2021 |
Exhibit 99.6 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Shenzhen VIYI Algorithm Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Fe-da Electronics Company Pte Ltd (the ?Company?) as of December 31, 2019 and 2018, the related statements of income and comprehensive income, changes in shareholder |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION CORP |
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| July 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Venus Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) G9420F102 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| July 6, 2021 |
VENA / Venus Acquisition Corporation / Feis Lawrence Michael - SCHEDULE 13G Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Venus Acquisition Corporation (Name of Issuer) Ordinary Shares, par value $ 0.001 (Title of Class of Securities) G9240F102 (CUSIP Number) J |
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| June 29, 2021 |
Exhibit 3.3 Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of MicroAlgo Inc. (As adopted by special resolution dated [ ] 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of MicroAlgo Inc. (As adopted by special resolution dated [ ] 2021) 1 The name of the Company is MicroAlgo Inc.. 2 The Company |
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| June 29, 2021 |
Consent of Haixia Zhao (New Venus’ director nominee) Exhibit 99.3 June 29, 2021 Venus Acquisition Corporation (the “Company”) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-4 (the “Registration Statement”) of the Company and any amendments thereto, which indicate that I have accepted the nomination to become a d |
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| June 29, 2021 |
As Filed with the Securities and Exchange Commission on June 29, 2021 As Filed with the Securities and Exchange Commission on June 29, 2021 Registration No. |
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| June 29, 2021 |
Articles of Association of Venus Merger Sub Corp. Exhibit 3.6 THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) Articles of Association of Venus Merger Sub Corp. Auth Code: F41969136830 www.verify.gov.ky THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) ARTICLES OF ASSOCIATION OF Venus Merger Sub Corp. (the ?Company?) 1. Table A The Table ?A? in the First Schedule of The Companies Act (As Amended) shall not apply to this Company and the following |
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| June 29, 2021 |
Exhibit 10.8 Loan Contract This Loan Contract (this ?Contract??) is made and entered into by and between the following parties on December 24, 2020 in Shenzhen, the PRC: Shenzhen Weiyixin Technology Co., Ltd. (the ?Lender?), a wholly foreign-owned enterprise incorporated and existing under the Laws of the Peoples? Republic of China (the ?PRC? or ?China?, only for the purpose of this Agreement, exc |
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| June 29, 2021 |
EX-10.7 8 venusacquisitionex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 24, 2020 in Shenzhen, the Peoples’ Republic of China (the “PRC” or “China”, which for the purpose of this Agreement, excludes the Hong Kong Special Administr |
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| June 29, 2021 |
English translation of Form of Spousal Consents dated December 24, 2020 EX-10.10 11 venusacquisitionex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Spousal Consent I, [] (ID No.: []), is the legal spouse of [ ](ID No.: []). On December 24, 2020, I hereby unconditionally and irrevocably consent to the execution of the following documents by [ ] on December 24, 2020 (the “Reorganization Documents”), and agree to the disposal of the equity interest held by [ ] and registered und |
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| June 29, 2021 |
Exhibit 3.4 Companies Act (Revised) Company Limited by Shares MicroAlgo Inc. AMENDED & RESTATED ARTICLES of association Adopted by special resolution passed on [ ] 2021 CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 3 Exclusion of Table A Articles 4 2 Shares 4 Power to issue Shares and options, with or without special rights 4 Power to issue fraction |
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| June 29, 2021 |
Consent of Jie Zhao (New Venus’ director nominee) Exhibit 99.1 June 29, 2021 Venus Acquisition Corporation (the ?Company?) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-4 (the ?Registration Statement?) of the Company and any amendments thereto, which indicate that I have accepted the nomination to become a d |
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| June 29, 2021 |
Exhibit 10.9 POWER OF ATTORNEY [ ](?I?), who holds an ID Card No. [ ], is a holder of 99.00% of the entire registered capital in Shenzhen Yitian Internet Technology Co., Ltd. (?VIE Co?) as of the date hereof. With respect to all equity interests now and in the future held by me in VIE Co. (?My Shareholding?), I hereby irrevocably authorize Shenzhen Weiyixin Technology Co., Ltd. (?WFOE?) to exercis |
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| June 29, 2021 |
Exhibit 10.5 Equity Pledge Agreement This Equity Pledge Agreement (this ?Agreement?) is executed by and among the following parties on December 24, 2020 in Shenzhen, the Peoples? Republic of China (the ?PRC?s Republic of China? or ?China?, which, for purpose of this Agreement, shall exclude the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region and Taiwan) |
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| June 29, 2021 |
EX-10.6 7 venusacquisitionex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 24, 2020 in Shenzhen, the Peoples’ Republic of China (the “PRC” or “China”, which for purpose of this Agreement, shall exclude the Hong Kong Special Administrative Region of the PRC, the Macau Spec |
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| June 29, 2021 |
Memorandum and Articles of Association of Venus Merger Sub Corp. EX-3.5 4 venusacquisitionex3-5.htm EXHIBIT 3.5 Exhibit 3.5 THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) Memorandum of Association of Venus Merger Sub Corp. Auth Code: K46247223955 www.verify.gov.ky THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) MEMORANDUM OF ASSOCIATION OF Venus Merger Sub Corp. (the “Company”) 1. Name The name of the Company is Venus Merger Sub Corp. 2. Registered Office |
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| June 29, 2021 |
Consent of Chengwei Yi (New Venus’ director nominee) Exhibit 99.2 June 29, 2021 Venus Acquisition Corporation (the ?Company?) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-4 (the ?Registration Statement?) of the Company and any amendments thereto, which indicate that I have accepted the nomination to become a d |
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| June 29, 2021 |
Consent of Wengang Kang (New Venus’ director nominee) Exhibit 99.4 June 29, 2021 Venus Acquisition Corporation (the ?Company?) Consent to be Named as a Director Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form S-4 (the ?Registration Statement?) of the Company and any amendments thereto, which indicate that I have accepted the nomination to become a d |
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| June 14, 2021 |
EX-10.3 5 tm2119387d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version COMPANY TRANSACTION SUPPORT AGREEMENT This COMPANY TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of the 10th day of June, 2021 by and among Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus”), the Persons and entities set forth on Schedule I hereto (each, a “Stockholder” and, co |
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| June 14, 2021 |
Venus Acquisition Corporation Announces Proposed Business Combination with VIYI Algorithm Inc. EX-99.1 6 tm2119387d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Venus Acquisition Corporation Announces Proposed Business Combination with VIYI Algorithm Inc. NEW YORK, June 10, 2021 /PRNewswire/ - Venus Acquisition Corporation (Nasdaq: VENA) ("Venus"), a publicly traded special purpose acquisition company, and VIYI Algorithm Inc. ("VIYI Algo"), a Cayman Islands exempted company operating in China and c |
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| June 14, 2021 |
Exhibit 10.2 EXECUTION VERSION BACKSTOP AGREEMENT This BACKSTOP AGREEMENT (this ?Agreement?) is made as of this 10th day of June, 2021 by and between (i) Venus Acquisition Corporation (?SPAC? or ?Issuer?), a Cayman Islands exempted company, and (ii) EVER ABUNDANT INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands (?Buyer?). WHEREAS, Issuer was organized for the purpose of ac |
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| June 14, 2021 |
Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 10, 2021, is made and entered into by and among Venus Acquisition Corporation), a Cayman Islands exempted company (the ?Company?), and each of the undersigned parties listed on the signature pages hereto under ?Holders? (each, an ?Holder? and collectively, the ?Holde |
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| June 14, 2021 |
Press Release of Venus Acquisition Corporation dated June 10, 2021. Exhibit 99.1 Venus Acquisition Corporation Announces Proposed Business Combination with VIYI Algorithm Inc. NEW YORK, June 10, 2021 /PRNewswire/ - Venus Acquisition Corporation (Nasdaq: VENA) ("Venus"), a publicly traded special purpose acquisition company, and VIYI Algorithm Inc. ("VIYI Algo"), a Cayman Islands exempted company operating in China and controlled by WiMi Hologram Cloud, Inc. (NASDA |
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| June 14, 2021 |
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 June 10, 2021 Date of Report (Date of earliest event reported) VENUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40024 n/a (State or other jurisdiction of incorporation) (Commissi |
