VIYI Algorithm Inc. entered into a letter of intent to acquire Venus Acquisition Corporation (NasdaqCM:VENA) from Yolanda Management Corporation and other shareholders in a reverse merger transaction on May 11, 2021. VIYI Algorithm Inc. entered into a definitive agreement to acquire Venus Acquisition Corporation in a reverse merger transaction for approximately $390 million on June 10, 2021.The merger is structured as a stock for stock transaction. The terms of the merger provide for a valuation of $400 million for VIYI Algorithm Inc. (VIYI Algo) and its subsidiaries. VIYI Algo will become a wholly owned subsidiary of Venus. Based upon a per share value of $10.10 per share, the VIYI Algo stockholders will receive approximately 39.6 million ordinary shares of Venus which will represent approximately 85.84% of the combined outstanding shares following the closing, assuming no redemptions by the Venus stockholders and assuming conversion of the Venus outstanding rights into 485,000 ordinary shares. As of June 9, 2021, there were 6,050,000 ordinary shares of Venus issued and outstanding (including 4,600,000 ordinary shares subject to possible redemption). At the Effective Time all outstanding options and other convertible securities of Viyi will be cancelled or converted into ordinary shares of Viyi and exchanged for Venus' ordinary shares as part of the consideration. After the transaction, Venus' existing shareholders will hold 14.16% stake in the combined company. Upon closing of the transaction, Venus will change its name to MicroAlgo Inc. and continue as a Cayman Islands exempted company. Venus will apply for listing of the ordinary shares to be issued to the VIYI shareholders, and in connection therewith, apply for listing of the new venus ordinary shares on the Nasdaq Capital Market (including the presently outstanding Venus ordinary shares) under a new symbol “ALGO”. The transaction can be terminated under certain circumstances.

Jie Zhao, who currently serves as Chairman of the board of directors of VIYI, Chengwei Yi, who currently serves as Chief Executive Officer of VIYI and Li He, who currently serves as the Chief Financial Officer of VIYI, will serve in those respective roles as Chairman of the board of directors, Chief Executive Office and Chief Financial Officer respectively at Venus. The board of directors of Venus will be reconstituted to be comprised of a total of five persons, four of whom shall be nominees of VIYI and one of whom shall be a nominee of Venus. The transaction is subject to, among other things, the approval by Venus' shareholders of the merger, Purchaser shall have at least $5,000,001 of net tangible assets and other customary closing conditions, such as the U.S. Securities and Exchange Commission completing its review of the registration/proxy statement and Nasdaq's approval for listing shortly. Venus has filed a combination Registration Statement and Proxy Statement on Form S-4. The Boards of Directors and shareholders of VIYI Algo approved the transaction on June 9, 2021. The Board of Directors of Venus Acquisition Corporation unanimously approved the transaction and recommended the shareholders to vote in favour the transaction. The transaction is expected to be completed by the end of third quarter of 2021. As of August 24, 2021, the transaction is expected to be completed in the third quarter of 2021.

DLA Piper acted legal advisor to WiMi Hologram Could Inc. and James Chang and Yang Ge of DLA Piper UK LLP acted as legal advisor to VIYI Algorithm Inc. Maples and Calder (Hong Kong) LLP and Zhuo Ne Law Firm acted as legal advisors to VIYI Algorithm Inc. Bill Huo and Brian C. Daughney of Becker & Poliakoff LLP and Ogier acted as legal advisors to Venus. Vstock Transfer LLC acted as transfer agent to VIYI Algorithm. Advantage Proxy, Inc. acted as the proxy solicitor, Shanghai PKF Certified Public Accountants acted as the financial due diligence provider and King Kee Appraisal and Advisory Limited acted as the fairness opinion provider with a fee of $80,000 to Venus Acquisition Corporation.