Business Context and Reporting Period
MicroAlgo Inc., formerly Venus Acquisition Corporation, filed a Form 8-K dated March 17, 2023, reporting events occurring through March 17, 2023. The company is incorporated in the Cayman Islands, is headquartered in Shenzhen, China, and its common stock trades on Nasdaq under the symbol MLGO.
Financial and Operating Metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. It is focused on a change in the company’s independent registered public accounting firm.
Material Changes
- Marcum LLP ceased serving as the company’s independent auditor on March 16, 2023, following termination of its engagement letter.
- OneStop Assurance PAC was engaged as the company’s new independent registered public accounting firm on March 16, 2023.
- The engagement of OneStop was approved by the Audit Committee and the Board of Directors.
- Marcum issued no audit report from September 30, 2022 through March 16, 2023.
- The company reported no disagreements with Marcum regarding accounting principles, financial statement disclosure, or audit scope and procedures during the relevant periods.
- The company reported no reportable events requiring disclosure under Item 304(a)(1)(v) of Regulation S-K during the two fiscal years ended December 31, 2021 and 2020, or the subsequent interim period through March 16, 2023.
- The company stated that it had not consulted OneStop during the two most recent fiscal years or the subsequent interim period regarding specified accounting matters, audit opinions, disagreements, or reportable events.
Guidance, Risks, Contingencies, and Unusual Items
No financial guidance or business outlook was provided. The auditor transition is a reporting and oversight matter; the filing does not identify disagreements, audit scope issues, or reportable events associated with the change.
Exhibit 16.1 contains Marcum’s letter to the Securities and Exchange Commission dated March 17, 2023, addressing the company’s disclosures regarding the auditor change.
Important Facts to Verify
- Review Marcum’s Exhibit 16.1 letter for any qualifications or differences from the company’s statements.
- Confirm the timing and completion of OneStop Assurance PAC’s audit engagement and any subsequent audit reports.
- Assess whether later filings identify internal control issues, restatements, delayed filings, or additional auditor changes.
- Review subsequent financial statements for the company’s liquidity, debt, operating performance, and going-concern disclosures, which are not addressed in this filing.