MLGO MicroAlgo Inc

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of ordinary shares, par value $0.001 per share (the “ordinary shares”), of MicroAlgo Inc., a Cayman Islands exempted company (the “Issuer”), whose principal executive offices are located at Unit 507, Building C, Taoyuan Street Long Jing High and New Technology Jingu Pioneer Park Nanshan District, Shenzhen, P.R. China.

(a) This Schedule 13D is filed by Guosheng Holdings Limited., a British Virgin Islands company (the “Reporting Person”). Guosheng is a privately-owned entity. Mr. Long Zhang is the sole director and executive officer of Guosheng.

(b) The business address of the Reporting Person and Mr. Long Zhang is 1703, west block, Shun Tak Centre, 168-200 Connaught Road Central, Central and Western District, Hong Kong.

(c) The principal business of Guosheng is in the venture capital investment business. The principal occupation of Mr. Long Zhang is managing the business of Guosheng.

(d) During the last five years, neither the Reporting Person or Mr. Long Zhang has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither the Reporting Person or Mr. Long Zhang has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The place of organization of the Reporting Person is the British Virgin Islands. Mr. Long Zhang is a citizen of the P. R. China.

The Reporting Person acquired the securities of the Issuer on December 28, 2022 as consideration in connection with the Business Combination involving VIYI and other entities incorporated for the purpose of the Business Combination. Item 4 below provides a general overview of the Business Combination and summarizes the certain provisions of the Business Combination Agreement (as defined below) and other relevant transaction documents that pertain to the securities acquired by the Reporting Person.

Business Combination

The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference.

On June 10, 2021, Venus Acquisition Corporation (“Venus”), Venus Acquisition Merger Subsidiary Inc. (“Merger Sub”), VIYI, and WiMi Hologram Cloud Inc. entered into a Business Combination and Merger Agreement (as amended) (the “Business Combination Agreement” or the “Agreement”). Pursuant to the Agreement and on December 9, 2022, VIYI merged with Merger Sub and continued subsisting as the surviving company and a wholly-owned subsidiary of Venus to continue its business operations (the “Business Combination”).

After the consummation of the Business Combination, Venus changed its name to “MicroAlgo Inc.”, the name of the Issuer. Additional information concerning the Business Combination can be found in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 16, 2022.

On December 28, 2022, the Issuer issued 3,960,396 shares of ordinary shares as consideration to Guosheng in exchange for the cancellation by Guosheng of all of the issued and outstanding limited liability company interests of VIYI owned by Guosheng.

Registration Rights Agreement

In connection with the Business Combination, Venus and VIYI’s shareholders (including the Reporting Person) entered into a Registration Rights Agreement on June 10, 2021 (“Registration Rights Agreement”), to provide for the registration under the Securities Act of 1933 of the Consideration Shares with respect to the ordinary shares issued to VIYI shareholders in connection with the Business Combination. In addition, pursuant to the terms of the Registration Rights Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Rights Holders (as defined in the Registration Rights Agreement) may demand at any time or from time to time, that the Issuer file a registration statement on Form S-1 or Form S-3 to register certain ordinary shares held by such Rights Holders. The Registration Rights Agreement also provides the Rights Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Lock-Up Agreement

In connection with the closing of the Business Combination, the Company entered into Lock-Up Agreements with each VIYI shareholder (including the Reporting Person) which provides in pertinent part that all shares held by the parties to the lock-up agreements will be subject to restrictions of sale, transfer or assignment as follows: (A) 50% of the shares until the earlier of (i) six (6) months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination; and (B) the remaining 50% of the shares may not be transferred, assigned or sold until six months after the date of the consummation of the Business Combination.

Of the total Consideration Shares issued in the Business Combination to the VIYI shareholders, 2,500,000 ordinary shares will be free of any lock-up restrictions.

After the consummation of the Business Combination, the board of directors and management of the Issuer comprised of the following individuals: (1) Jie Zhao, Chairman of the Board of Directors, (2) Min Shu, Chief Executive Officer (3) Li He, Chief Financial Officer, (4) Shiwen Liu, Chief Operating Officers, (5) Chengwei Yi, Chief Technology Officer, (6) Shan Cui, Haixia Zhao, and Wengang Kang as independent directors of the Issuer. Prior to the Business Combination, the board of directors and management of the Issuer was comprised of the following individuals: (1) Yanming Liu, Chairman of the Board of Directors and Chief Executive Officer, (2) River Chi, Chief Financial Officers, (3) Yu Chen, Guojian Chen and Shan Cui as independent directors of the Issuer.

In connection with the consummation of the Business Combination, the Issuer adopted an Amended and Restated Articles of Incorporation in accordance with the Business Combination Agreement.

General

The Reporting Person acquired the securities described in this Schedule 13D in connection with the consummation of the Business Combination and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the Registration Rights Agreement, the Reporting Person may acquire additional securities of the Issuer, or retain or sell or otherwise dispose of all or a portion of the securities then held, in the open market or in privately negotiated transactions or otherwise. In addition, the Reporting Person may engage in discussions with management, the Board and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the ordinary shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that the Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 4 above summarizes certain provisions of the Business Combination Agreement, Registration Rights Agreement and the Lock-Up Agreement, and is incorporated herein by reference. A copy of each of these agreements in form is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 4, 2023