WiMi Hologram Cloud Inc. — Form 6-K Summary
Reporting period: Form 6-K filed August 11, 2022, covering the month of August 2022. The filing reports a material amendment to the proposed business combination involving Venus Acquisition Corporation, VIYI Algorithm Inc., Venus Merger Sub Corp., and WiMi.
Business Context and Transaction
- WiMi holds approximately 73% of VIYI’s share capital.
- Under the merger agreement, Venus Merger Sub is expected to merge with and into VIYI, with VIYI surviving as a wholly owned subsidiary of Venus.
- At closing, Venus intends to change its name to MicroAlgo Inc.
- The filing includes Amendment No. 4 to the merger agreement, dated August 10, 2022.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
On January 24, 2022, WiMi agreed under a backstop agreement to invest $15 million in the combined company at closing or purchase shares in the public market. The backstop agreement automatically terminated on June 30, 2022, and WiMi did not purchase any Venus ordinary shares under that agreement.
Material Changes Versus the Prior Comparable Period
- The fourth amendment changes VIYI’s obligation to deliver quarterly reviewed financial statements for the period ended June 30, 2022 from a representation and warranty to a covenant.
- The June 30, 2022 quarterly reviewed financial statements must be delivered to Venus no later than September 15, 2022.
- The amendment makes other conforming changes concerning the current status of the transaction.
Outlook, Risks, Contingencies, and Unusual Items
- Venus and VIYI intend to seek a replacement backstop investor or similar arrangement to support share purchases before or at closing and waive redemption rights for the purchased shares.
- As of the filing date, no replacement backstop investor had been identified.
- The proposed merger remains subject to the terms and conditions of the merger agreement and applicable Cayman Islands law; the filing does not state that closing is assured.
- The required June 30, 2022 financial statements had not yet been delivered as of the filing and were subject to the September 15, 2022 covenant deadline.
Key Facts for Investor Verification
- Whether the merger receives all required approvals and satisfies its closing conditions.
- Whether a replacement backstop investor is identified and on what terms.
- Whether VIYI delivers the required quarterly reviewed financial statements by September 15, 2022.
- The final transaction structure, share issuance, redemption levels, and ownership following closing.
- Any subsequent amendments, termination notices, or changes to the proposed name change to MicroAlgo Inc.