Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2021, Venus Acquisition Corporation, a Cayman Islands exempted
company (the "Purchaser" or "Venus"), VIYI Algorithm Inc., a Cayman Islands
exempted company ("VIYI" or the "Company"), Venus Merger Sub Corp., a Cayman
Islands exempted company and wholly-owned subsidiary of the Purchaser (the
"Merger Sub") and WiMi Hologram Cloud Inc., a Cayman Islands company and the
legal and beneficial owner of a majority of the issued and outstanding voting
securities of the Company ("Majority Shareholder"), entered into a Merger
Agreement (the "Merger Agreement"). A copy of the Merger Agreement without
exhibits or disclosure schedule was filed as Exhibit 2.1 to a Current Report on
Form 8-K filed by Purchaser on June 14, 2021. WiMi Hologram Cloud, Inc. (NASDAQ:
WIMI) holds approximately 73% of the share capital of VIYI.
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Pursuant to the Merger Agreement, upon the terms and subject to the conditions
of the Merger Agreement and in accordance with the Cayman Islands Companies Act
(as revised) (the "Cayman Companies Act"), the parties intend to effect a
business combination transaction whereby the Merger Sub will merge with and into
the Company, with the Company being the surviving entity (the Company is
hereinafter referred to for the periods from and after the Merger Effective Time
as the "Surviving Corporation") and becoming a wholly owned Subsidiary of Venus
(the "Merger") on the terms and subject to the conditions set forth in this
Agreement and simultaneously with the Closing Purchaser will change its name to
"MicroAlgo Inc."
On January 24, 2022, Venus entered into a Backstop Agreement with WiMi, based on
which WiMi shall invest $15,000,000 into the combined company at merger closing
or make purchase on the public market. However, based on the term of the
Backstop Agreement, the Backstop Agreement terminated automatically on June 30,
2022. No ordinary shares of Venus were purchased by WiMi under such backstop
agreement. Venus and VIYI intend to identify, if possible, one or more parties
to enter into a backstop agreement similar to the ones previously executed (or
similar arrangements to accomplish the transactions contemplated thereby) to
assist in: (i) acquiring Venus ordinary shares in open market or in private
transactions prior to the closing of the Business Combination at the then
prevailing market price of the shares, or (ii) acquiring Venus ordinary shares
concurrently with the closing of the Business Combination at a price per share
of no greater than the redemption price per share plus an agreed upon premium
above such redemption price; and in each case waiving the redemption rights
associated with any ordinary shares so purchased. As of the date hereof, no
replacement backstop investor has been identified.
Merger Agreement Amendment
On August 10, 2022, Venus, VIYI and WiMi entered into a fourth amendment to the
Merger Agreement (the "Amendment"). The purposes of the Amendment were to change
the requirement of VIYI's for delivering to Venus the quarterly reviewed
financial statements for the period ended June 30, 2022 from a representation
and warranty to a covenant with such financial statements to be delivered not
later than September 15, 2022, and to make certain other conforming changes
regarding the current status.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the terms and conditions of the Amendment, a
copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses or funds acquired.
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Shell company transactions.
Not Applicable
(d) Exhibits
Item Description
2.01 Amendment No. 4 dated as of August 10, 2022 to Merger Agreement by and
among, Venus Acquisition Corporation, VIYI Algorithm Inc., Venus Merger
Sub Corp., and WiMi Hologram Cloud Inc.
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