Wimi Hologram Cloud Inc. current report, Q3 FY2022

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WiMi Hologram Cloud Inc. — Form 6-K Summary

Business Context and Reporting Period

WiMi filed this Form 6-K as a foreign private issuer for the month of August 2022. The filing, dated August 3, 2022, reports an amendment to the proposed business combination involving Venus Acquisition Corporation, VIYI Algorithm Inc. and Venus Merger Sub Corp.

Material Transaction Update

On August 2, 2022, Venus, VIYI and WiMi entered into the second amendment to their merger agreement originally executed on June 10, 2021. WiMi holds approximately 73% of VIYI’s share capital.

  • The outside termination date for the proposed merger was extended to November 11, 2022.
  • Closing is now conditioned on obtaining the requisite shareholder approval of VIYI.
  • The transaction documentation was updated to require audited 2021 financial statements of VIYI and reviewed financial statements for the periods ended June 30, 2022 and March 31, 2022.
  • The amendment reflects that Venus will file a proxy statement with the SEC seeking shareholder approval of the merger and related transactions.
  • Upon completion, Venus was expected to change its name to MicroAlgo Inc., with VIYI surviving the merger as a wholly owned subsidiary of Venus.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics for WiMi or VIYI.

Outlook, Risks and Unusual Items

Completion of the proposed merger remained subject to specified conditions, including the required shareholder vote and delivery of the identified VIYI financial statements. The revised termination date indicates that additional time was required to complete the transaction and related SEC disclosure process. The filing does not provide management guidance or a broader operating outlook.

Key Facts for Investors to Verify

  • Whether the required VIYI shareholder approval was obtained.
  • Whether the audited 2021 and reviewed 2022 VIYI financial statements were completed and filed.
  • Whether Venus filed the required proxy statement and obtained its shareholders’ approval.
  • Whether the merger closed by the November 11, 2022 termination date or was further amended or terminated.
  • The final transaction structure, ownership percentages and any changes to the proposed name change to MicroAlgo Inc.