VENUS ACQUISITION CORP : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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 is included in this Form 8-K as Exhibit 2.1. WiMi Hologram Cloud, Inc. (NASDAQ: WIMI) holds approximately 73% of the share capital of VIYI.

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 January 24, 2022, Venus, VIYI and WiMi entered into an amendment to the Merger Agreement. The purposes of the amendment were to:

1. extend the outside termination date of the proposed merger to June 30, 2022;

2. provide for the termination of the existing backstop agreement and the new backstop agreement with the majority shareholder of VIYI as described below in this Form 8-K; and

3. acknowledge the existence of new potential governmental approvals under recent changes in China law.

Backstop Agreement

As contemplated by and as a condition of the Merger Agreement, Venus entered into an agreement with a third party, for the backstop provider to purchase (i) ordinary shares in open market transactions and (ii) from Venus ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. Any purchases, either from Venus shareholders seeking to redeem ordinary shares, or from Venus were limited to up to $10 million in gross amount. The backstop provider was Ever Abundant Investments Limited.

In light of the termination of the agreement with Ever Abundant Investments Limited (see Item 1.02 below) Venus has entered into a new backstop agreement with WiMi Hologram Cloud, Inc., the majority shareholder of VIYI. Under the new agreement, WIMI will purchase (i) ordinary shares in open market transactions in connection with any tendered or proposed redemptions, and (ii) from Venus ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. Any purchases, either from Venus shareholders seeking to redeem ordinary shares, or from Venus are limited to up to $15 million in gross amount Wimi has agreed that any ordinary shares acquired by it will not be subject to redemption under Venus corporate organizational documents and also waived any claims against Venus' Trust Account.

A copy of the Backstop Agreement with WiMi included as part of this Form 8-K as Exhibit.

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Item 1.02 Termination of a Material Definitive Agreement

Venus and the prior backstop agreement third party, Ever Abundant Investments Limited, have mutually agreed to terminate the Backstop agreement dated as of June 10, 2021. Ever Abundant Investments Limited requested that it be released from its obligations as a result of its financial condition. Ever Abundant Investments Limited is a privately held third party and has no affiliation to Venus or its officers or directors.

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. 1 dated as of January 24, 2022 to Merger Agreement by and
         among, Venus Acquisition Corporation, VIYI Algorithm Inc., Venus Merger
         Sub Corp., and WiMi Hologram Cloud Inc.

10.1       Backstop Agreement dated as of January 24, 2022 by and between Venus
         Acquisition Corporation and WiMi Hologram Cloud Inc.

10.2       Termination of Backstop Agreement dated as of January 24, 2022 between
         Venus Acquisition Corporation and Ever Abundant Investments Limited.




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