Backstop agreement secures up to $25M to cover SPAC share redemptions for VIYI Algorithm merger

MicroAlgo Inc.

Joyous JD Limited agrees to purchase redeemed shares in open market or private transactions up to $25 million at redemption price.
Sponsor Yolanda Management to convert $2.14M in loans to shares and transfer them to Joyous JD on closing.
Backstop ensures sufficient shares remain after redemptions to satisfy conditions for the merger with VIYI Algorithm.
Buyer agrees not to exercise any redemption rights on shares it acquires under the agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MicroAlgo Inc. entered into Backstop Agreement with Joyous JD Limited valued at up to US$25,000,000 (effective 2022-11-23).

Action: entry
Agreement: equity purchase
Counterparty: Joyous JD Limited
Value: up to US$25,000,000
Effective: 2022-11-23

Exact text from the filing

On November 23, 2022 Venus Acquisition Corporation (the “ Issuer ”) and the Sponsor of the Issuer, Yolanda Management Corporation (the “Sponsor”) entered into a backstop agreement (the “ Agreement ”) with Joyous JD Limited (the “ Buyer ”) in connection with that certain business combination agreement (the “Acquisition Agreement”), dated as of June 10, 2021 as amended, pursuant to which Issuer will consummate an acquisition of VIYI Algorithm Inc., a Cayman Islands company (the “Target”) in a merger (the “Merger”) in accordance with the terms and conditions thereof.

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MicroAlgo Inc. filing history →

Source: SEC EDGAR

accession 0001829126-22-019486

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