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.





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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."





Merger Agreement Amendment

On August 2, 2022, Venus, VIYI and WiMi entered into a second amendment to the Merger Agreement (the "Amendment"). The purposes of the amendment were to:

1. extend the outside termination date of the proposed merger to November 11, 2022;

2. include as a closing condition the requirement that the requisite vote of the shareholders of VIYI has been obtained;

3.include the requirement of the audited financial statement of VIYI for the year ended 2021 and reviewed financial statement of VIYI for the periods ended June 30, 2022 and March 31, 2022; and

4. make conforming changes to reflect that Purchaser will file a proxy statement with the Securities and Exchange Commission following the execution of the Amendment relating to the approval of the Purchaser's shareholders of the Merger and the transactions contemplated by the Merger Agreement.

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



Item       Description

  2.01       Amendment No. 2 dated as of August 2, 2022 to Merger Agreement by and
           among, Venus Acquisition Corporation, VIYI Algorithm Inc., Venus Merger
           Sub Corp., and WiMi Hologram Cloud Inc.




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