Business Context and Reporting Period
This Form 8-K was filed by Venus Acquisition Corporation, a Cayman Islands special purpose acquisition company, on September 30, 2022. The filing reports a change in the company’s independent registered public accounting firm. The request metadata identifies Microalgo Inc., but the filing itself identifies Venus Acquisition Corporation as the registrant.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial performance metrics.
Material Changes Versus Prior Period
- Effective September 30, 2022, the Audit Committee dismissed Friedman LLP as the company’s independent registered public accounting firm.
- Marcum LLP was engaged immediately as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- Friedman had combined with Marcum effective September 1, 2022, but continued serving the company through September 30, 2022.
Guidance, Risks, Contingencies, and Unusual Items
- Friedman’s audit reports for the years ended December 31, 2021 and 2020 contained no adverse opinion or disclaimer and were not qualified or modified, except that the 2020 report included an uncertainty regarding the company’s ability to continue as a going concern.
- The company reported no disagreements with Friedman regarding accounting principles, financial statement disclosure, or audit scope or procedures during the two most recent fiscal years and the interim period through September 30, 2022.
- The company reported no reportable events during that period.
- Neither the company nor anyone acting on its behalf consulted Marcum before its engagement regarding specified accounting applications, potential audit opinions, disagreements, or reportable events.
- Exhibit 16.1 contains Friedman’s letter regarding the change in certifying accountant.
Investor Verification Items
- Verify the registrant’s identity, as the filing names Venus Acquisition Corporation rather than Microalgo Inc.
- Review Exhibit 16.1 for Friedman’s confirmation of the company’s disclosures.
- Assess the significance of the going-concern uncertainty included in the 2020 audit report.
- Confirm Marcum’s subsequent audit conclusions and any changes in financial condition in later filings.