MicroAlgo Inc. (MLGO): M&A transaction — MicroAlgo completes SPAC merger with VIYI, begins trading under MLGO

The Amended and Restated Articles of Association (the “Amended Articles of Association”), which became effective upon filing with the Companies Register of the Cayman Islands on December 9, 2022, includes the amendments proposed by the Articles Proposals.

As a result of the Business Combination, the Company ceased being a shell company.

On December 9, 2022, in accordance with the Merger Agreement, the closing of the Business Combination (the “Closing”) occurred, pursuant to which Venus issued 39,603,961 ordinary shares to VIYI shareholders.

In connection with the Business Combination, Venus and VIYI shareholders entered into a registration rights agreement on June 10, 2021, to provide for the resale registration with respect to the shares issued to VIYI shareholders (“Registration Rights Agreement”) in connection with the Business Combination.

On December 12, 2022, Venus and Sponsor entered into an amendment to backstop agreement (the “Amendment Agreement”) with Joyous JD Limited (“Joyous” or the “Buyer”) in connection with that certain backstop agreement (“Backstop Agreement”) dated November 23, 2022 pursuant to which Joyous has agreed to backstop Venus share redemptions, among others, by purchasing Venus ordinary shares from third parties through a broker in the open market (other than through Venus), or through privately negotiated transactions, including from Venus public shareholders that had elected to redeem Venus ordinary shares.

In connection with the Closing, the Company entered into Lock-Up Agreements with each VIYI shareholder 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 Merger or (ii) the date on which the closing price of our 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 Merger, 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.

In connection with the Business Combination, on June 10, 2021, Venus, VIYI shareholders, and VIYI entered into a non-competition and non-solicitation agreement with WiMi Hologram Cloud Inc. in favor of Venus and VIYI (“Non-competition and Non-solicitation Agreement”).

In connection with the transactions, Venus, the Majority Shareholder, and an escrow agent entered into an escrow agreement, pursuant to which 792,079 Venus ordinary shares to be issued by Venus to the Majority Shareholder will be held in escrow to secure the indemnification obligations as contemplated by the Merger Agreement (the “Escrow Agreement”).