Business Context and Reporting Period
This Form 8-K was filed by Venus Acquisition Corporation, a Cayman Islands special purpose acquisition company, regarding its October 21, 2022 Extraordinary General Meeting. Venus proposed a business combination with VIYI Algorithm Inc., with WiMi Hologram Cloud Inc. as VIYI’s majority shareholder. Upon closing, Venus was expected to change its name to MicroAlgo Inc.
The filing was signed October 25, 2022, and does not report operating results for MicroAlgo Inc.
Key Financial and Capital Metrics
- 6,050,000 shares were outstanding and entitled to vote as of the September 28, 2022 record date.
- 5,312,658 shares, or approximately 87.81% of shares entitled to vote, were present or represented by proxy, constituting a quorum.
- 4,547,395 shares were tendered for redemption by the October 19, 2022 redemption deadline.
- Venus stockholders approved the issuance of 39,603,961 new Venus ordinary shares to VIYI shareholders pursuant to the merger agreement.
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, purchase price, or transaction funding amounts.
Material Changes Versus the Prior Comparable Period
- All substantive proposals submitted at the meeting were approved, including the business combination, proposed director appointments, share issuance, authorized-share increase, name change, and amended and restated constitutional documents.
- Authorized ordinary shares will increase from 50,000,000 to 200,000,000.
- Venus will change its name to MicroAlgo Inc. and remove provisions relating to its former blank-check-company status, subject to consummation of the business combination and related actions.
- The filing does not state the final post-redemption share count or the precise pro forma ownership structure.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
No operating guidance or financial outlook is provided. The principal event is the proposed business combination, which remained subject to completion of the merger and related closing conditions. The unusually high redemption level reduced the number of public shares by 4,547,395, but the filing does not quantify its effect on transaction cash or capitalization.
Proposal 7, authorizing a possible meeting adjournment, was rendered moot because the other proposals had already received the required approvals.
Investor Verification Items
- Verify whether and when the business combination legally closed and when the name change to MicroAlgo Inc. became effective.
- Verify the final number of shares outstanding after the 4,547,395 redemptions and the issuance of 39,603,961 shares to VIYI shareholders.
- Verify the transaction’s final ownership percentages, cash available, and any additional financing or liabilities.
- Review subsequent filings for the company’s first post-combination financial statements, operating results, liquidity, and risk disclosures.
- Confirm the final composition of the board and the continued Nasdaq listing status of the ordinary shares, units, rights, and warrants.