Wimi Hologram Cloud Inc. current report, Q3 FY2022

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Business Context and Reporting Period

WiMi Hologram Cloud Inc. filed this Form 6-K as a foreign private issuer for August 2022. The filing reports developments concerning the proposed business combination involving Venus Acquisition Corporation, VIYI Algorithm Inc., Venus Merger Sub Corp., and WiMi. WiMi held approximately 73% of VIYI’s share capital.

Material Transaction Developments

  • On August 3, 2022, Venus, VIYI, and WiMi entered into a third amendment to the June 2021 Merger Agreement.
  • The amendment removed approval for the issuance of up to 1,485,149 Venus ordinary shares that could have been issued to a backstop investor under the Backstop Agreement.
  • Under the proposed transaction, Venus Merger Sub would merge with VIYI, with VIYI surviving as a wholly owned subsidiary of Venus. Venus would simultaneously change its name to “MicroAlgo Inc.”

Financial Metrics and Liquidity

The filing text does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial metrics for the reporting period or the prior comparable period.

Guidance, Outlook, Risks, and Unusual Items

  • WiMi’s January 2022 Backstop Agreement to acquire up to $15.0 million of Venus shares terminated automatically on June 30, 2022.
  • WiMi did not purchase any Venus ordinary shares under that agreement.
  • Venus and VIYI intended to seek a replacement backstop investor or similar arrangement, but no replacement investor had been identified as of the filing date.
  • The absence of a backstop investor may affect funding, share issuance, redemption levels, and the ability to complete the proposed business combination.
  • The filing does not provide a definitive closing date or assurance that the business combination will be completed.

Important Facts for Investors to Verify

  • Whether the proposed merger receives all required approvals and closes on the contemplated terms.
  • Whether Venus and VIYI secure a replacement backstop investor or alternative financing arrangement.
  • The number of Venus shares ultimately issued, redeemed, or outstanding in connection with the transaction.
  • The financial condition and operating results of WiMi and VIYI, which are not included in this Form 6-K.
  • The final terms of Amendment No. 3 and any subsequent amendments to the Merger Agreement.