NEW YORK, June 10, 2021 /PRNewswire/ -- Venus Acquisition
Corporation (Nasdaq: VENA) ("Venus"), a publicly traded special
purpose acquisition company, and VIYI Algorithm Inc. ("VIYI
Algo"), a Cayman Islands exempted company operating in China and controlled by WiMi Hologram
Cloud, Inc. (NASDAQ: WIMI), announced today that they have entered
into a definitive merger agreement. A newly created merger
subsidiary of Venus will be merged with and into VIYI Algo with
VIYI Algo being the surviving entity and becoming a wholly owned subsidiary of
Venus. Upon closing of the transaction, Venus will change
its name to MicroAlgo Inc.
The merger is structured as s stock for stock transaction and is
intended to qualify 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.
Pursuant to the terms of the proposed merger, the post-closing
Board of Directors will consist of 5 members, four of whom will be
nominated by VIYI Algo. In order to
continue to satisfy Nasdaq Stock Market listing standards, at least
3 of the members will be independent in accordance with Nasdaq
Listing rules.
In connection with the execution of the merger agreement, and as
condition to closing, Venus has entered into a definitive and
binding backstop and subscription agreement with Ever Abundant
Investments Limited who has committed to backstop up to
$10,000,000 of redemption of ordinary
shares by Venus stockholders or to purchase new shares from Venus
at closing of the merger.
VIYI Algo is dedicated to the development and
application of bespoke central processing algorithms. Central
processing algorithms refer to a range of computing algorithms,
including analytical algorithms, recommendation algorithms, and
acceleration algorithms. VIYI Algo provides comprehensive
solutions to customers by integrating central processing algorithms
with software or hardware, or both, thereby helping them to increase the number of customers,
improve end-user satisfaction, achieve direct cost savings, reduce
power consumption, and achieve technical goals. The range of
VIYI Algo's services include algorithm optimization,
accelerating computing power without the need for hardware
upgrades, lightweight data processing, and data intelligence
services. VIYI Algo's ability to efficiently deliver software
and hardware optimization to customers through bespoke central
processing algorithms serves as a driving force for
VIYI Algo's long-term development. VIYI Algo is
ideally positioned to grow its revenue quickly as a leading central
processing algorithm service provider in China.
Currently, VIYI Algo is focused on developing and
delivering central processing algorithm solutions to customers
engaged in internet advertisement and gaming, and intelligent
chips. VIYI Algo's customer base is rapidly growing due to a
general demand for more efficient data processing in various
industries driven by the growing internet population and prevalence
of AI. In the mid-to-long term, VIYI Algo will continue
to adhere to its strategic mindset. By improving upon each
iteration of VIYI Algo's one-stop intelligent data management
solutions made possible by its proprietary central processing
algorithm services, VIYI Algo can help customers to
enhance their service efficiency and make model innovations in
business, and actively enhance the industry value of the
central processing algorithm services in the general field of data
intelligent processing industry.
VIYI Algo is controlled by WiMi Hologram Cloud, Inc. (NASDAQ:
WIMI), whose commercial operations began in 2015. Wimi Hologram Cloud, Inc. is a holographic
cloud comprehensive technical solution provider that focuses on
professional areas including holographic AR automotive HUD
software, 3D holographic pulse LiDAR, head-mounted light field
holographic equipment, holographic semiconductor, holographic cloud
software, holographic car navigation and others. Its services and
holographic AR technologies include holographic AR automotive
application, 3D holographic pulse LiDAR technology, holographic
vision semiconductor technology, holographic software development,
holographic AR advertising technology, holographic AR entertainment
technology, holographic ARSDK payment, interactive holographic
communication and other holographic AR technologies.
The boards of directors for both Venus and VIYI Algo have
approved the proposed merger, which is expected to be completed by
the end of third quarter of 2021, subject to, among other things,
the approval by Venus' shareholders of the merger, the proposed
change of name, an increase in the authorized share capital of
Venus and satisfaction of the other conditions stated in the
definitive agreement and other customary closing conditions,
including among other things that the U.S. Securities and Exchange
Commission (the "SEC") completes its review of the
registration/proxy statement and Nasdaq
approves the listing application.
ADVISORS
Becker & Poliakoff is acting as
U.S. legal advisor to Venus and Ogier is acting as its Cayman Islands legal advisor.
DLA Piper is acting as U.S. legal
advisor to WiMi Hologram Could Inc. and VIYI Algorithm Inc. Maples
and Calder (Hong Kong) LLP is
acting as Cayman Islands legal
advisor to VIYI Algorithm Inc. and Zhuo Ne Law Firm is acting as
its PRC advisor.
ABOUT VIYI ALGO
VIYI Algo is dedicated to the development and application of
bespoke central processing algorithms. VIYI Algo provides
comprehensive solutions to customers by integrating central
processing algorithms with software or hardware, or both, thereby
helping them to increase the number
of customers, improve end-user satisfaction, achieve direct cost
savings, reduce power consumption, and achieve technical goals. The
range of VIYI Algo's services includes algorithm optimization,
accelerating computing power without the need for hardware
upgrades, lightweight data processing, and data intelligence
services. VIYI Algo's ability to efficiently deliver software and
hardware optimization to customers through bespoke central
processing algorithms serves as a driving force for VIYI Algo's
long-term development.
ABOUT Venus
Venus is a blank check company incorporated in the Cayman Islands and incorporated for the
purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, entering into contractual
arrangements with, or engaging in any other similar merger with one
or more businesses or entities. Venus completed its initial public
offering on February 11, 2021
with an offering of 4,600,000
units, at $10.00 per unit, generating
gross proceeds of $46,000,000. Each
unit consisted of one ordinary share, par value $0.001, one redeemable warrant to purchase half of one ordinary
share, and one right to receive one-tenth (1/10) of an
ordinary share upon consummation of a business combination. The
Units, Ordinary Shares, Rights and
Warrants of Venus are currently
listed on the Nasdaq Capital Market under the symbols "VENAU,"
"VENA," "VENAR" and "VENAW," respectively. An aggregate amount of $46,460,000 ($10.10
per Public Unit) is held in a
trust account (the "Trust account") with Wilmington Trust, National
Association acting as trustee.
CAUTIONARY NOTE FORWARD-LOOKING STATEMENTS
This press release contains, and certain oral statements made by
representatives of Venus, VIYI Algo, and their respective
affiliates, from time to time may contain, "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Venus' and
VIYI Algo's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "might" and
"continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Venus' and VIYI Algo's
expectations with respect to future performance and anticipated
financial impacts of the merger, the satisfaction of the closing
conditions to the merger and the timing of the completion of the
merger. These forward-looking statements involve significant risks
and uncertainties that could cause actual results to differ
materially from expected results. Most of these factors are outside
the control of Venus or VIYI Algo and are difficult to
predict. Factors that may cause such differences include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed merger; (2) the outcome of any
legal proceedings that may be instituted against Venus or
VIYI Algo following the announcement of the Merger
Agreement and the transactions contemplated therein; (3) the
inability to complete the merger, including due to failure to
obtain approval of the shareholders of Venus or other conditions to
closing in the Merger Agreement; (4) delays in obtaining or the
inability to obtain necessary consents required to complete the
transactions contemplated by the Merger Agreement; (5) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (6) the inability
to obtain or maintain the listing of the post-acquisition company's
ordinary shares on NASDAQ following the merger; (7) the risk that
the merger disrupts current plans and operations as a result of the
announcement and consummation of the merger; (8) the ability to
recognize the anticipated benefits of the merger, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain
its key employees; (9) costs related to the merger; (10) changes in
applicable laws or regulations; (11) the possibility that
Venus or the combined company may be adversely affected by
other economic, business, and/or competitive factors; and (12)
other risks and uncertainties to be identified in the Form S-4
filed by Venus (when available) relating to the merger, including
those under "Risk Factors" therein, and in other filings with the
Securities and Exchange Commission ("SEC") made by Venus and
VIYI Algo. Venus and VIYI Algo caution that the
foregoing list of factors is not exclusive. Venus and VIYI Algo
caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Venus nor VIYI Algo undertakes or accepts any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based, subject to
applicable law. The information contained in any website referenced
herein is not, and shall not be deemed to be, part of or
incorporated into this press release.
ADDITIONAL INFORMATION
In connection with the transaction described herein, Venus will
file relevant materials with the SEC, including the registration
statement on Form S-4 and a proxy statement. The proxy statement
and a proxy card will be mailed to shareholders as of a record date
to be established for voting at the shareholders' meeting relating
to the proposed transactions. Shareholders will also be able to
obtain a copy of the registration statement on Form S-4 and proxy
statement without charge from Venus. The registration statement on Form
S-4 and proxy statement, once available, may also be obtained
without charge at the SEC's website at www.sec.report or by writing
to 477 Madison Avenue, 6th Floor New
York, NY 10022. INVESTORS AND SECURITY HOLDERS OF VENUS ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTIONS THAT VENUS WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT VENUS, VIYI ALGO AND THE TRANSACTIONS.
NO OFFER OR SOLICITATION
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
NO ASSURANCES
There can be no assurance that the proposed merger will be
completed, nor can there be any assurance, if the merger is
completed, that the potential benefits of combining the companies
will be realized. The description of the merger contained herein is
only a summary and is qualified in its entirety by reference to the
definitive agreements relating to the Merger, copies of which will
be filed by Venus with the SEC as an exhibit to a Current Report on
Form 8-K.
PARTICIPANTS IN THE SOLICITATION
Venus, VIYI Algo, certain shareholders of VIYI Algo,
and their respective directors, executive officers and employees
and other persons may be deemed to be participants in the
solicitation of proxies from the holders of Venus ordinary shares
in respect of the proposed transaction. Information about Venus's
directors and executive officers and their ownership of Venus'
common stock is set forth in Venus's prospectus filed with the SEC
on February 10, 2021. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated above.
Contact:
Mr. Yanming
Liu
Email: ceo@venusacq.com
917 267 4568
VENUS ACQUISITION CORPORATION
6th Floor, 477 Madison Avenue,
New York, New York
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SOURCE Venus Acquisition Corporation