UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 10, 2022
Date of Report (Date of earliest event reported)
Venus Acquisition Corporation.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
|
001-40024 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
477 Madison Avenue, 6th Floor
New York, NY 10022
(917) 267-4568
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
|
|
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Ordinary Shares |
|
VENA |
|
The Nasdaq Stock Market LLC |
Units, each consisting of one ordinary share, par value $0.001, one redeemable warrant to purchase one-half ordinary share and one right to acquire 1/10 of an ordinary share |
|
VENAU |
|
The Nasdaq Stock Market LLC |
Rights, each to receive one-tenth (1/10) of one ordinary share |
|
VENAR |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one-half ordinary share |
|
VENAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Participants in Solicitation
Venus Acquisition Corporation, a Cayman Islands
exempted company (the “Purchaser” or “Venus”) and VIYI Algorithm Inc., a Cayman Islands exempted
company (the “Company”), and their respective directors and officers may be deemed to be participants in the solicitation
of proxies from Venus’ stockholders in connection with the proposed transaction described is this Report on Form 8-K. Information
about Venus’ directors and executive officers and their ownership of Venus’ securities is set forth in Venus’ filings
with the U.S. Securities and Exchange Commission (the “SEC”). To the extent that holdings of Venus’ securities have
changed since the amounts printed in Venus’ Prospectus dated February 10, 2021, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons
who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement regarding the proposed transaction
when it becomes available. You may obtain free copies of these documents as described in the below paragraph.
Venus is a blank check company incorporated in
the Cayman Islands and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation
with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar
merger with one or more businesses or entities. Venus completed its initial public offering on February 11, 2021 with an offering of 4,600,000
units, at $10.00 per unit, generating gross proceeds of $46,000,000. Each unit consisted of one ordinary share, par value $0.001, one
redeemable warrant to purchase one-half of one ordinary share, and one right to receive one-tenth (1/10) of an ordinary share upon consummation
of a business combination. The Units, Ordinary Shares, Rights and Warrants of Venus are currently listed on the Nasdaq Capital Market
under the symbols “VENAU,” “VENA,” “VENAR” and “VENAW,” respectively. Venus has until
February 11, 2022 to consummate a Business Combination. However, Venus may extend the period of time to consummate a Business Combination
up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination.
VIYI Algorithm Inc. is a privately-held company
dedicated to the development and application of bespoke central processing algorithms. Central processing algorithms refer to a range
of computing algorithms, including analytical algorithms, recommendation algorithms, and acceleration algorithms. VIYI Algorithm Inc.
provides comprehensive solutions to customers by integrating central processing algorithms with software or hardware, or both, thereby
helping them to increase the number of customers, improve end-user satisfaction, achieve direct cost savings, reduce power consumption,
and achieve technical goals.
Additional Information and Where to Find It
This document relates to a proposed transaction
between Venus and VIYI. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. Venus has filed a combined preliminary registration
statement/proxy statement, which has not been declared effective by the SEC, but which upon effectiveness will be sent to all Venus stockholders.
Venus also will file other documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF VENUS ARE URGED TO READ THE PROXY STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders will be able to
obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by Venus through the
website maintained by the SEC at www.sec.gov. In addition, the documents filed by Venus may be obtained free of charge by written request
to Venus at Venus Acquisition Corporation, 477 Madison Avenue, 6th Floor, New York, NY 10022.
Forward-Looking Statements Legend
This document contains certain forward-looking
statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act
of 1995, as amended, with respect to the proposed merger transaction between VIYI and Venus, including statements regarding the benefits
of the transaction, the anticipated timing of the transaction, VIYI’s products under development and the markets in which it intends
to operate, and VIYI’s projected future results. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or
at all, which may adversely affect the price of Venus’s securities, (ii) the risk that the transaction may not be completed by Venus’s
business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Venus,
(iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the agreement and plan of
merger by the stockholders of Venus and VIYI, the satisfaction of the minimum trust account amount following redemptions by Venus’s
public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise
to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of the transaction on VIYI’s
business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of VIYI
and potential difficulties in VIYI employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings
that may be instituted against VIYI or against Venus related to the agreement and plan of merger or the proposed transaction, (ix) the
ability to maintain the listing of Venus’s securities on the Nasdaq Stock Market Capital Market, (x) the price of Venus’s
securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which
VIYI plans to operate, variations in performance across competitors, changes in laws and regulations affecting VIYI’s business and
changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion
of the proposed transaction, and identify and realize additional opportunities, (xii) the risk of downturns in the economy across the
world as a world of COVID 19, and (xiii) the impact of legislative, regulatory, competitive and technological changes to VIYI’s
business or product candidates, including those in China where VIYI operates. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
Venus’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Form S-4 combined registration statement/proxy statement
discussed above and other documents filed by Venus from time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and VIYI and Venus assume no obligation and do not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise. Neither VIYI nor Venus gives any assurance that either VIYI or Venus will achieve
its expectations.
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.
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
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2022 |
|
|
|
VENUS ACQUISITION CORPORATION |
|
|
|
By: |
/s/ Yanming Liu |
|
Name: |
Yanming Liu |
|
Title: |
Chief Executive Officer |
|
Grafico Azioni MicroAlgo (NASDAQ:MLGO)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni MicroAlgo (NASDAQ:MLGO)
Storico
Da Lug 2023 a Lug 2024