Item 1.01. Entry into a Material Definitive Agreement.

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.

General Description of the Merger

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.





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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."

The Board of Directors of both Venus an Viyi and the stockholders of Viyi have approved the Merger Agreement and the transactions contemplated by it.

The Merger is expected to close in the third quarter of 2021, following the receipt of the required approval by Venus' stockholders and the fulfillment of other customary closing conditions.





Merger Consideration

Pursuant to the Merger Agreement, the merger is structured as s stock for stock transaction and is intended to be qualified as a tax-free reorganization. The terms of the merger provide for a valuation of VIYI Algo and its subsidiaries and businesses of $400,000,000. Based upon a per share value of $10.10 per share, the VIYI Algo stockholders will receive approximately 39,600,000 ordinary shares of Venus which will represent approximately 85% of the combined outstanding shares following the closing, assuming no redemptions by the Venus stockholders and assuming conversion of the Venus outstanding rights into 485,000 ordinary shares. As of June 9, 2021, there were 6,050,000 ordinary shares of Venus issued and outstanding (including 4,600,000 ordinary shares subject to possible redemption).

At the Effective Time all outstanding options and other convertible securities of Viyi will be cancelled or converted into ordinary shares of Viyi and exchanged for Venus' ordinary shares as part of the consideration described above.

Post Closing Corporate Governance.

Pursuant to the terms of the Merger Agreement, the parties agreed that the Board of Directors of Venus will be comprised of 5 members, four of whom will be nominated by VIYI. In order to continue to satisfy Nasdaq Stock Market listing standards, at least 3 of the members of the Board of Directors will be independent in accordance with Nasdaq listing rules.

Representations and Warranties

The Merger Agreement contains representations and warranties of each of the parties thereto that are customary for transactions of this type, including with respect to the operations and financial condition of Venus and Viyi.

In the Merger Agreement, Viyi and WiMi Hologram Cloud, Inc., as its majority shareholder make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) to Purchaser Parties relating to the Company on the following aspects: (1) corporate existence and power, (2) authorization, (3) governmental authorization, (4) non-contravention, (5) capital structure, (6) organizational documents, (7) Subsidiaries, (8) financial statements, (9) books and records, (10) absence of certain changes, (11) properties, title to the Company's assets, (12) litigation, (13) contracts, (14) licenses and permits, (15) compliance with laws, (16) compliance with anti-corruption laws, (17) intellectual property, (18) employees, (19) employment matters, (20) tax matters, (21) environmental laws, (22) finders' fees, (23) status as not an investment company, (24) Affiliate transactions, (25) Proxy/Registration Statement.

In the Merger Agreement, Purchaser Parties make certain representations and warranties to the Company on the following aspects: (1) corporate existence and power, (2) authorization, (3) governmental authorization, (4) non-contravention, (5) finders' fees, (6) issuance of shares, (7) capitalization, (8) information supplied, (9) trust account, (10) listing on Nasdaq, (11) board approval, (12) Purchaser SEC Documents and financial statements, (13) litigation, (14) compliance with laws, (15) compliance with anti-corruption and sanction laws, (16) not an investment company, (17) tax matters, (18) contracts, (19) business activities, (20) registration statement and proxy statement, (21) backstop investment, (22) no outside reliance. The Purchaser Parties make no representation or warranty on other aspect.





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Covenants of the Parties

Each of the parties to the Merger Agreement agrees to the following covenants:

· From the date of the Merger Agreement to the Closing Date, conduct their


   respective business only in ordinary course and not take certain acts without
   written consent from the other parties.

· From the date of the Merger Agreement to the earlier of the Closing Date and


   the termination of the Merger Agreement, the Company and the Purchaser Parties
   shall and shall cause each of their respective directors, officers, Affiliates,
   managers, consultants, employees, representatives and agents not to solicit or
   approve an Alternative Transaction and inform the others of any Alternative
   Proposal.

· From the date of the Merger Agreement to the Closing Date (inclusive), the


   Company on one hand and the Purchaser Parties on the other hand shall provide
   the other party access to information relating to such party's business.

· Each of the Company on one hand and the Purchaser Parties on the other hand


   shall notify the other upon occurrence of certain events.

· As promptly as reasonably practicable after the execution of the Merger

Agreement, Purchaser Parties shall prepare and file a registration statement

that includes the proxy statement with the SEC and each of the Purchaser . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Venus Ordinary Shares which may be purchased by the Backstop Provider from Venus pursuant to the Backstop Agreement have not been and will not be registered prior to their issuance under the Securities Act of 1933, as amended in reliance upon the exemption provided in Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure

On June 10, 2021, Purchaser issued a press release announcing the execution of the Merger Agreement by the parties The press release is furnished herewith as Exhibit 99.1 pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.   Description
  2.1           Merger Agreement dated as of June 10, 2021 by and among Viyi
              Algorithm Inc., Venus Acquisition Corporation, Venus Merger Sub Corp.
              and WiMi Hologram Cloud Inc.**
  10.1          Registration Rights Agreement dated as of June 10, 2021 by and among
              Venus Acquisition Corporation and the Holders named therein.
  10.2          Backstop Agreement dated as of June 10, 2021 by and between Venus
              Acquisition Corporation and Ever Abundant Investments Limited.
  10.3          Company Transaction Support Agreement dated as of June 10, 2021 by
              and among Venus Acquisition Corporation, Viyi Algorithm Inc. and the
              persons and entities named therein.
  99.1          Press Release of Venus Acquisition Corporation dated June 10,
              2021.

** Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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