MicroAlgo Inc. — fact timeline

MicroAlgo Inc. reported the year ended December 31, 2022 results: revenue $87.1 million.

“The Company reported revenues of $87.1 million”

MicroAlgo Inc. engaged OneStop Assurance PAC as its auditor.

“And the Company engaged OneStop Assurance PAC (“OneStop”) as its independent registered public accounting firm on the same date.”

MicroAlgo Inc. dismissed Marcum LLP as its auditor.

“On March 16, 2023, Marcum LLP (“Marcum”) ceased to be the independent auditor of MicroAlgo Inc. (formerly known as “Venus Acquisition Corporation,” either or together as the “Company”) due to the termination of the engagement letter between the Company and Marcum.”

MicroAlgo Inc. entered into Private Placement Unit Purchase Agreement with Joyous JD Limited valued at approximately $3.2 million (effective 2023-01-13).

“On January 13, 2023, MicroAlgo Inc. (the “Company”) entered into a Private Placement Unit Purchase Agreement (the “Purchase Agreement”) with Joyous JD Limited (the “Investor”).”

MicroAlgo Inc.: Company ceased being a shell company as a result of the Business Combination.

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

MicroAlgo Inc.: Amended and Restated Articles of Association approved and filed with Cayman Islands register, becoming effective on December 9, 2022 (effective 2022-12-09).

“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.”

MicroAlgo Inc. underwent a change of control involving VIYI Algorithm Inc. (closed 2022-12-09).

“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.”

MicroAlgo Inc. amended Amendment Agreement with Venus, Sponsor, and Joyous JD Limited valued at up to US$25,000,000 (effective 2022-12-12).

“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.”

MicroAlgo Inc. entered into Non-competition and Non-solicitation Agreement with Venus, VIYI shareholders, VIYI, and WiMi Hologram Cloud Inc. (effective 2021-06-10).

“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”).”

MicroAlgo Inc. entered into Registration Rights Agreement with Venus and VIYI shareholders (effective 2021-06-10).

“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.”

MicroAlgo Inc. entered into Escrow Agreement with Venus, the Majority Shareholder, and an escrow agent.

“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”).”

MicroAlgo Inc. entered into Lock-up Agreement with each VIYI shareholder.

“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.”

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

“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.”

MicroAlgo Inc. shareholders approved Approval to amend Venus’ amended and restated memorandum and articles of association to extend the date by which Venus must consummate a business combination to December 11, 2022 at the 2022-11-10 meeting.

“Proposal 1: Approval to amend Venus’ amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which Venus must consummate a business combination to December 11, 2022 (the “Extension Proposal” or “Proposal 1”). For Against Abstain 4,653,500 4 0”