PROXY
STATEMENT
The Extraordinary General
Meeting (the “Extraordinary General Meeting”) of shareholders of Venus Acquisition Corporation (“Venus,” “Company,”
“we,” “us” or “our”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time on
November 10, 2022. The Extraordinary General Meeting will be a completely virtual meeting of shareholders, which will be conducted via
live webcast.
The
Extraordinary General Meeting is being held for the sole purpose of considering and voting upon the following proposals:
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a proposal 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 its initial business combination (the “Extension”) to December 11, 2022 (the “Extended Date”), by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Article 36.2 thereof and replacing them with the new Article 36.2 in the form set forth in Annex A of the accompanying proxy statement (the “Extension Proposal”); |
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a proposal to direct the
chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,
there are not sufficient votes to approve the Extension Proposal (the “Adjournment Proposal”). |
The
Extension Proposal is essential to the overall implementation of the Board’s plan to extend the date by which Venus must complete
an initial business combination. The purpose of the Extension Proposal is to allow Venus more time to complete an initial business combination.
The
affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote which are present
(in person or by proxy) at the Extraordinary General Meeting and which vote on the Extension Proposal will be required to approve the
Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in
person or by proxy) at the Extraordinary General Meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment
Proposal.
Holders
(“public shareholders”) of Venus’ ordinary shares sold in its IPO (“Public Shares”) may elect to redeem
their Public Shares for their pro rata portion of the funds available in the trust account in connection with the Extension Proposal
(the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal, or whether they were
holders of Venus ordinary shares on the record date or acquired such shares after such date. Venus believes that such redemption right
protects Venus’ public shareholders from having to sustain their investments for an unreasonably long period if Venus fails to
complete an acquisition in the timeframe initially contemplated by its Amended and Restated Memorandum and Articles of Association. If
the Extension Proposal is approved and implemented, the remaining public shareholders will retain their right to redeem their Public
Shares for their pro rata portion of the funds available in the trust account upon consummation of a business combination.
If
the Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount
(the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed in connection with the shareholder vote
on the Extension Proposal multiplied by the per-share price equal to the aggregate amount then on deposit in the trust account as of
two (2) business days prior to the Extraordinary General Meeting, including interest earned on the trust account deposits (which interest
shall be net of taxes payable), divided by the number of then outstanding Public Shares; and (ii) deliver to the holders of such redeemed
Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available
for use by the Company to complete a business combination on or before the Extended Date. Holders of Public Shares who do not redeem
their Public Shares now will retain their redemption rights and their ability to vote on a business combination through the Extended
Date if the Extension Proposal is approved.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior
to the Extraordinary General Meeting. You may tender your shares by either delivering your share certificates to the transfer agent or
by delivering your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If
you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account
in order to exercise your redemption rights.
The removal of the Withdrawal
Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption,
and the amount remaining in the trust account may be significantly reduced from the approximately $48,043,262 that was in the trust account
as of September 28, 2022. In such event, Venus may need to obtain additional funds to complete a business combination and there can be
no assurance that such funds will be available on terms acceptable to the parties or at all.
If
we are unable to consummate our initial business combination by November 11, 2022, we will distribute the aggregate amount then
on deposit in the trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our
public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. Any redemption
of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and
articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such
amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution
must comply with the applicable provisions of the Companies Law of the Cayman Islands. In that case, investors may be forced to wait
beyond November 11, 2022 before the redemption proceeds of our trust account become available to them and they receive the return
of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date
of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors
have sought to redeem their ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions
if we are unable to complete our initial business combination.
Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial
business combination prior to November 11, 2022. There will be no redemption rights or liquidating distributions with respect to
our rights and warrants, which will expire worthless if we fail to complete our initial business combination prior to November 11,
2022.
You
are also being asked to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal.
The
Record Date for the Extraordinary General Meeting is September 28, 2022. Record holders of Venus ordinary shares at the close of
business on the Record Date are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there
were 6,050,000 outstanding ordinary shares of Venus, including 4,600,000 outstanding Public Shares. Venus’ rights and warrants
do not have voting rights.
This
proxy statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and
vote your shares.
This proxy statement is dated
October 20, 2022 and is first being mailed to shareholders on or about that date.
TABLE OF CONTENTS
QUESTIONS
AND ANSWERS ABOUT THE MEETING
These
questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully this entire proxy statement.
Q. Why am I receiving this proxy statement? |
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This proxy statement and the accompanying materials are being sent
to you in connection with the solicitation of proxies by the Board, for use at the Extraordinary General Meeting to be held on November
10, 2022 at 10:00 a.m., Eastern Time on a virtual basis, or at any adjournments or postponements thereof. This proxy statement summarizes
the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting. |
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Q. What is being voted on? |
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You are being asked to consider and vote on the following proposals: |
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a
proposal to amend Venus’ Amended and Restated Memorandum and Articles of Association to extend the date by which Venus must
consummate a business combination (the “Extension”) to December 11, 2022 (the “Extended Date”), by amending
the Amended and Restated Memorandum and Articles of Association to delete the existing Section 36.2 thereof and replacing them
with the new Section 36.2 in the form set forth in Annex A of the accompanying proxy statement (the “Proposal 1”
or the “Extension Proposal”); and
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a proposal to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal (the “Proposal 2” or the “Adjournment Proposal”). |
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Q. How does the Board of Directors recommend I vote? |
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After careful consideration of all relevant factors, the Board recommends that you vote or give instruction to vote “FOR” the Extension Proposal and the Adjournment Proposal. |
Q. Why is the Company proposing
the Extension Proposal? |
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Venus’
Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in trust to public shareholders
if there is no qualifying business combination consummated on or before November 11, 2022.
Because
Venus may not be able to conclude an initial business combination within the permitted time period, Venus has determined to seek shareholder
approval to extend the date by which Venus must complete an initial business combination. |
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Q. Why should I vote for the Extension Proposal? |
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The
Board believes that given Venus’ expenditure of time, effort and money on finding an initial business combination, circumstances
warrant providing public shareholders an opportunity to consider an initial business combination to date. Accordingly, our Board
is proposing the Extension Proposal to extend the date by which Venus must complete an initial business combination until the Extended
Date and to allow for the Election.
Venus’
Amended and Restated Memorandum and Articles of Association require the affirmative vote of the holders of at least two-thirds (2/3)
of the Company’s ordinary shares which are present (in person or by proxy) and which vote at the Extraordinary General Meeting
in order to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond
November 11, 2022, except in connection with, and effective upon consummation of, an initial business combination. We believe that
these Amended and Restated Memorandum and Articles of Association provisions were included to protect Venus shareholders from having
to sustain their investments for an unreasonably long period if Venus failed to find a suitable initial business combination in the timeframe
contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Venus’ expenditure
of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing
those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment
with an opportunity to consider such transaction, inasmuch as Venus is also affording shareholders who wish to redeem their Public Shares
the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, we believe
the Extension is consistent with Venus’ Amended and Restated Memorandum and Articles of Association and IPO prospectus. |
Q. How do the Venus insiders
intend to vote their shares? |
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All
of Venus directors, executive officers, initial shareholders and their respective affiliates are expected to vote any ordinary shares
over which they have voting control (including any Public Shares owned by them) in favor of the Extension Proposal and the Adjournment
Proposal.
Venus’
directors, executive officers, initial shareholders and their respective affiliates are not entitled to redeem the founder shares
which include 1,150,000 ordinary shares initially issued to the Sponsor for an aggregate purchase price of $25,000. Public Shares
purchased on the open market by Venus’ directors, executive officers and their respective affiliates may be redeemed. On the
Record Date, Venus’ directors, executive officers, initial shareholders and their affiliates beneficially owned and were entitled
to vote 1,150,000 founder shares and 225,000 private placement units, representing approximately 22.7% of Venus’ issued and
outstanding ordinary shares.
Venus’
directors, executive officers, initial shareholders and their affiliates may choose to buy Public Shares in the open market and/or through
negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who
would otherwise have voted against the Extension Proposal. Any Public Shares held by or subsequently purchased by affiliates of Venus
may be voted in favor of the Extension Proposal. |
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Q. What amount will holders receive upon consummation
of a subsequent business combination or liquidation if the Extension Proposal is approved? |
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If
the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan (i) $0.033 for each public
share that is not redeemed in connection with the shareholder vote on the Extension Proposal (the “Initial Contribution”)
plus (ii) $0.033 for each public share that is not redeemed for each subsequent calendar month (commencing on the 11th
day of each subsequent month), or portion thereof, that is needed by Venus to complete an initial business combination from November 11,
2022 (the date by which Venus is currently required to complete its business combination) until the Extended Date (the “Additional
Contributions” and, collectively with the Initial Contribution, the “Contributions”). For example, if Venus takes
until December 11, 2022 to complete its business combination, which would represent one (1) calendar months, our sponsor, or
its designees, would make aggregate maximum Contributions of approximately $153,333 or $0.033 per share (assuming no public shares
were redeemed). Assuming the Extension Proposal is approved, the Initial Contribution will be deposited in the trust account promptly
following the Extraordinary General Meeting. Each Additional Contribution will be deposited in the trust account established in connection
with the IPO within thirty calendar days from the beginning of such calendar month (or portion thereof). The Contributions are conditioned
upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or
the Extension is abandoned. The amount of the Contributions will not bear interest and will be repayable by us to our sponsor or
its designees upon consummation of an initial business combination.
If
our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal will not be put
before the shareholders at the Extraordinary General Meeting and we will dissolve and liquidate in accordance with our Amended and Restated
Memorandum and Articles of Association. Our sponsor or its designees will have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months,
its obligation to make additional Contributions will terminate. |
Q. Will you seek any further
extensions to liquidate the trust account? |
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Other than
the extension until the Extended Date as described in this proxy statement, Venus does not anticipate, but is not prohibited from,
seeking the requisite shareholder consent to any further extension to consummate a business combination. Venus has provided that
all holders of Public Shares, whether they vote for or against the Extension Proposal, or whether they were holders of Venus ordinary
shares on the Record Date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata portion
of the trust account and should receive the funds shortly after the Extraordinary General Meeting. Those holders of Public Shares
who elect not to redeem their shares now shall retain redemption rights with respect to the initial business combinations, or, if
no future business combination is brought to a vote of the shareholders or if a business combination is not completed for any reason,
such holders shall be entitled to the pro rata portion of the trust account on the Extended Date upon a liquidation of the Company. |
Q. What happens if the Extension
Proposal is not approved? |
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If
the Extension Proposal is not approved and we have not consummated an initial business combination by November 11, 2022, or
if the Extension Proposal is approved and we have not consummated an initial business combination by the Extended Date, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution
expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination by
November 11, 2022.
Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial
business combination by November 11, 2022. |
Q. If the Extension Proposal
is approved, what happens next? |
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If
the Extension Proposal is approved, the Company has until the Extended Date to complete its initial business combination.
If
the Extension Proposal is approved, we will remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed
Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for our use in connection
with consummating a business combination on or before the Extended Date.
We
may not implement the Extension if we would not have at least $5,000,001 of net tangible assets following approval of the Extension
Proposal, after taking into account the Election.
If
the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account
in connection with the Election will reduce the amount held in the trust account following the Election. We cannot predict the amount
that will remain in the trust account if the Extension Proposal is approved and the amount remaining in the trust account may be
only a small fraction of the current amount that was in the trust account as of the record date. In such event, we may need to obtain
additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on
terms acceptable to the parties or at all.
The
Company will remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and its units,
ordinary shares, and warrants will remain publicly traded.
If
the Extension Proposal is approved and public shareholders elect to redeem their Public Shares, the removal of the Withdrawal Amount
from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Venus’ ordinary
shares held by Venus’ officers, directors, initial shareholders and their affiliates. |
Q. Who bears the cost of soliciting
proxies? |
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The Company
will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy
materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through their respective
directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not
receive any Extraordinary General remuneration for these efforts. We have retained Advantage Proxy, Inc. (“Advantage Proxy”)
to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact
Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed to pay Advantage
Proxy a fee and expenses, for its services in connection with the Extraordinary General Meeting. |
Q. How do I change my vote? |
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If
you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy
card to Venus’ Secretary prior to the date of the Extraordinary General Meeting or by voting online at the Extraordinary General
Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. You also may revoke your proxy by sending a
notice of revocation to 477 Madison Avenue, 6th Floor New York, NY 10022, Attn: Secretary. |
Q. If my shares are held in
“street name,” will my broker automatically vote them for me? |
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No.
If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items,
but not with respect to “non-discretionary” items. We believe that Proposal 1 and 2 are non-discretionary items.
Your
broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote.
You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give
your broker instructions, your shares will be treated as broker non-votes and will have the effect of a vote “AGAINST”
the Extension Proposal and will have no effect on the other proposals.
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Q. What is a quorum requirement? |
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A
quorum of shareholders is necessary to hold a valid meeting. A quorum will be present for the Extraordinary General Meeting if there
are present in person or by proxy not less than a majority of the Company’s ordinary shares present at the meeting in person
or by proxy.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you attend the Extraordinary General Meeting online. Abstentions will be counted towards the quorum requirement.
If there is no quorum, the chairman of the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another
date.
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Q. Who can vote at the Extraordinary General Meeting? |
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Only
holders of record of Venus’ ordinary shares at the close of business on September 28, 2022 (the “Record Date”)
are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments or postponements thereof. On the
Record Date, 6,050,000 ordinary shares were issued and outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with Venus’
transfer agent, Vstock Transfer, LLC, then you are a shareholder of record. As a shareholder of record, you may vote online at the
Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting online, we urge
you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather
in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held
in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you
have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the
Extraordinary General Meeting online. However, since you are not the shareholder of record, you may not vote your shares online at
the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.
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Q. Does the Board recommend voting for the approval
of the Extension Proposal and the Adjournment Proposal? |
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Yes. After careful consideration
of the terms and conditions of these proposals, the Board has determined that the Proposals 1 and 2 are fair to and in the best interests
of Venus and its shareholders. The Board recommends that Venus’ shareholders vote “FOR” for the Proposals 1 and
2. |
Q. What interests do the Company’s
sponsor, directors and officers have in the approval of the proposals? |
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Venus’
directors, officers, initial shareholders and their affiliates have interests in the proposals that may be different from, or in
addition to, your interests as a shareholder. These interests include ownership of certain securities of the Company. See the section
entitled “The Extension Proposal — Interests of Venus’ Sponsor, Directors and Officers.” |
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Q. What happens to the Venus rights and warrants
if the Extension Proposal is not approved? |
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If the Extension Proposal
is not approved, we will automatically wind up, liquidate and dissolve effective starting on November 11, 2022. In such event,
your rights and warrants will become worthless. |
Q. What happens to the Venus rights and warrants
if the Extension Proposal is approved? |
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If the Extension Proposal
is approved, Venus will continue to attempt to consummate an initial business combination with potential targets until the Extended
Date, and will retain the blank check company restrictions previously applicable to it. The rights and warrants will remain outstanding
in accordance with their terms. |
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Q. What do I need to do now? |
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Venus urges you to read
carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the proposals
will affect you as a Venus shareholder. You should then vote as soon as possible in accordance with the instructions provided in
this proxy statement and on the enclosed proxy card. |
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Q. How do I attend a Virtual Extraordinary General
Meeting? |
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You
will need your control number for access. If you are a registered holder and you do not have your control number, contact Vstock
Transfer, LLC at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary,
will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Vstock Transfer, LLC to have a control
number generated. Vstock Transfer, LLC contact information is as follows:
VStock
Transfer LLC
18
Lafayette Place
Woodmere,
New York 11598
E-mail:
shay@vstocktransfer.com
Tel:
(212) 828-8436
Facsimile:
(646) 536-3179 |
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Q. How do I vote? |
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If
you are a holder of record of Venus Public Shares, you may vote online at the Extraordinary General Meeting or by submitting a proxy
for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting online, we urge you to
vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed
proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote
online if you have already voted by proxy.
If
your shares of Venus are held in “street name” by a broker or other agent, you have the right to direct your broker or other
agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting online. However, since
you are not the shareholder of record, you may not vote your shares online at the Extraordinary General Meeting unless you request and
obtain a valid proxy from your broker or other agent. |
Q. How do I exercise my redemption
rights? |
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If
the Extension is implemented, each public shareholder may seek to redeem such shareholder’s Public Shares for its pro rata
portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be
able to redeem your Public Shares in connection with any shareholder vote to approve a proposed business combination, or if the Company
has not consummated an initial business combination by the Extended Date.
To
demand redemption of your Public Shares, you must ensure your bank or broker complies with the requirements identified elsewhere
herein.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Vstock
Transfer, LLC, the Company’s transfer agent, at VStock Transfer LLC, 18 Lafayette Place, Woodmere, New York 11598, E-mail:
shay@vstocktransfer.com, Tel: (212) 828-8436, Facsimile: (646) 536-3179, at least two business days prior to the Extraordinary
General Meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. |
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Certificates that have
not been tendered in accordance with these procedures at least two (2) business days prior to the Extraordinary General Meeting will
not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the Extraordinary General
Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption
to our transfer agent and decide prior to the Extraordinary General Meeting not to redeem your shares, you may request that our transfer
agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address
listed above. |
Q. What should I do if I receive
more than one set of voting materials? |
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You may receive
more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction
cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your
shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which
you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to
cast a vote with respect to all of your Venus shares. |
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Q. Who can help answer my questions? |
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If
you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should
contact:
Venus
Acquisition Corporation
477
Madison
Avenue, 6th Floor
New York, NY 10022
(917) 267-4568
Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,”
“estimate,” “intends,” and “continue” or similar words. You should read statements that contain these
words carefully because they:
| ● | discuss
future expectations; |
| ● | contain
projections of future results of operations or financial condition; or |
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other “forward-looking” information. |
We
believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not
able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples
of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking
statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution
of the funds from the trust account and Venus’ ability to finance and consummate any proposed business combination. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to Venus or any person acting on Venus’ behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable
laws and regulations, Venus undertakes no obligation to update these forward-looking statements to reflect events or circumstances after
the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
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 business combination with one or more businesses or entities. Although Venus’ efforts in
identifying prospective target businesses will not be limited to a particular geographic region, it intends to focus on businesses that
have a connection to the Asian market. Venus believes that it will add value to these businesses primarily by providing them with access
to the U.S. capital markets.
Venus
has 12 months from the date of Venus’ IPO (which occurred on February 11, 2021) to consummate a prospective business combination.
However, if Venus anticipates that it may not be able to consummate a business combination within 12 months, it may, by resolution of
its board of directors extend the period of time to consummate a business combination up to nine times, each by an additional one month
(for a total of up to 21 months to complete a business combination). In the event Venus does not consummate a business combination within
12 months from the closing of its IPO (or up to 21 months as previously described), it will cease operations and liquidate the trust
account and distribute the funds included therein to the holders of its securities sold in its IPO and dissolve.
On
February 11, 2021, Venus consummated the IPO of 4,000,000 units, at $10.00 per unit. In addition, Venus’ underwriters exercised
in full the over-allotment option for an additional 600,000 units on the same date, resulting in the issuance and sale of an aggregate
of 4,600,000 units, generating gross proceeds of $46,000,000. In addition, Venus sold to Ladenburg Thalmann & Co., Inc. a total of
75,000 ordinary shares of Venus for $75.
Simultaneously
with the closing of the IPO, Venus consummated a private placement with its Sponsor, Yolanda Management Corporation, for the purchase
of 225,000 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000. The
Sponsor has also previously loaned Venus the sum of $289,000, which loan was payable upon the earlier of completion of the IPO or December 31,
2021. In connection with the completion of the IPO, the Sponsor instructed Venus to offset payment of the note with a corresponding portion
of the subscription price for the Private Unit purchase.
After
deducting the underwriting discounts, the pre-IPO Sponsor loan, offering expenses, and commissions from the IPO and the sale of the Private
Units, a total of $46,460,000 was deposited into a trust account established for the benefit of Venus’ public shareholders with
Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley, and the remaining proceeds became available
to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and
administrative expenses.
As
of June 30, 2022, Venus has approximately $10,899 of unused net proceeds that were not deposited into the trust account to pay future
general and administrative expenses. The net proceeds deposited into the trust account remain on deposit in the trust account earning
interest. As of June 30, 2022, there was $47,306,580 held in the trust account.
A Merger Agreement was entered
into by and among Venus, Venus Merger Sub, VIYI and WiMi Hologram Cloud Inc. (“WiMi”) on June 10, 2021. Pursuant to the
terms of the Merger Agreement, the Venus Merger Sub will merge with and into VIYI, with VIYI being the surviving entity and becoming a
wholly owned subsidiary of Venus. Venus shall continue to be publicly listed and will change its name to “MicroAlgo Inc.”
after the consummation of the Business Combination.
The
aggregate consideration for the Business Combination is $400,000,000, payable in the form of approximately 39,603,961 newly issued Venus
ordinary shares to VIYI shareholders. At the closing of the Business Combination, the issued and outstanding shares in VIYI held by the
former VIYI shareholders will be cancelled and ceased to exist, in exchange for the issue of an aggregate of approximately 39,603,961
New Venus ordinary shares, among which approximately 792,079 New Venus ordinary shares to be issued to WiMi will be held in escrow to
satisfy any indemnification obligations incurred under the Merger Agreement. At the closing of the Business Combination, VIYI will become
a wholly owned subsidiary of Venus.
The
mailing address of Venus’ principal executive office is 477 Madison Avenue, 6th Floor, New York, NY 10022, and its telephone number
is (917) 267-4568.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your
Public Shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and
the right to redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
THE
EXTENSION PROPOSAL
The
Extension Proposal
Venus
is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Venus must consummate
an initial business combination from November 11, 2022 to December 11, 2022.
The
Extension Proposal is essential to the overall implementation of the Board’s plan to allow Venus more time to complete its initial
business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension.
If
the Extension Proposal is not approved and we have not consummated an initial business combination by November 11, 2022, or if the
Extension Proposal is approved and we have not consummated an initial business combination by the Extended Date, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided
by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire
worthless if we fail to complete our initial business combination by November 11, 2022.
A
copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of Venus is attached to this proxy
statement as Annex A.
The
full text of the Extension Proposal resolution is set forth in Annex A.
Reasons
for the Extension Proposal
The
Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the Company has until November 11,
2022 to effect a business combination under its terms. While we are the process of merging with VIYI, our Board currently believes that
there may not be sufficient time before November 11, 2022 to complete such initial business combination. The Company’s IPO
prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote of the holders of at least
two-thirds (2/3) of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the Extraordinary
General Meeting and which vote on the Extension Proposal is required to extend our corporate existence for an additional one (1) months
to December 11, 2022, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO
prospectus and Amended and Restated Memorandum and Articles of Association provide for all public shareholders to have an opportunity
to redeem their Public Shares in the case our corporate existence is extended as described above. Because we continue to believe that
a business combination would be in the best interests of our shareholders, and because we may not be able to conclude a business combination
within the permitted time period, the Board has determined to seek shareholder approval to extend the date by which we must complete
a business combination beyond November 11, 2022 to the Extended Date. We intend to hold another shareholder meeting prior to the
Extended Date in order to seek shareholder approval of a proposed initial business combination.
We
believe that the foregoing Amended and Restated Memorandum and Articles of Association provision was included to protect the Company’s
public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable
initial business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
If
the Extension Proposal is Not Approved
If
the Extension Proposal is not approved and we do not consummate an initial business combination by November 11, 2022 in accordance
with our Amended and Restated Memorandum and Articles of Association, we will automatically wind up, dissolve and liquidate starting
on November 11, 2022.
The
holders of the founder shares have waived their rights to participate in any liquidation distribution with respect to such founder shares.
There will be no distribution from the trust account with respect to Venus’ rights and warrants, which will expire worthless in
the event we wind up.
If
the Extension Proposal is Approved
If
the Extension Proposal is approved, Venus will file an amended and restated Memorandum and Articles of Association in accordance with
the Cayman Island law, incorporating the amendment set forth in Annex A hereto. Venus will remain a reporting company under the
Exchange Act and its Units, issued and outstanding Public Shares, rights and warrants will remain publicly traded. Venus will then continue
to work to consummate the initial business combination by the Extended Date.
If
the Extension Proposal is approved, but Venus does not consummate an initial business combination by the Extended Date (December 11,
2022), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to
pay dissolution expenses) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our rights and warrants, which will expire worthless if we fail to complete our initial business combination by November 11,
2022.
Approval
of the Extension Proposal will constitute consent for the Company to (i) remove from the trust account the Withdrawal Amount; and (ii)
deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the trust account and be available for use by the Company to complete an initial business combination on or before the Extended Date.
Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a
business combination through the Extended Date if the Extension Proposal is approved.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your
Public Shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right
to redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved and
completed or the Company has not consummated a business combination by the Extended Date.
If
the Extension Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will
reduce the amount held in the trust account and Venus’ net asset value based on the number of shares that seek redemption. Venus
cannot predict the amount that will remain in the trust account if the Extension Proposal is approved. However, we will not proceed if
we do not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal and the Election by public shareholders
to redeem their Public Shares.
Redemption
Rights
If
the Extension Proposal is approved, the Company will provide the public shareholders making the Election, the opportunity to receive,
at the time the Extension Proposal becomes effective, and in exchange for the surrender of their shares, a pro rata portion of
the funds available in the trust account, less any income taxes owed on such funds but not yet paid. Venus has provided that all holders
of Public Shares, whether they vote for or against the Extension Proposal, or whether they were holders of Venus ordinary shares on the
record date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata portion of the trust
account and should receive the funds shortly after the Extraordinary General Meeting. You will also be able to redeem your Public Shares
in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business
combination by the Extended Date.
TO
DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING
YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION PROPOSAL. You will only be entitled to receive cash in connection
with a redemption of these shares if you continue to hold them until the effective date of the Extension Proposal.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Vstock Transfer,
LLC, the Company’s transfer agent, at 18 Lafayette Place, Woodmere, New York 11598, E-mail: shay@vstocktransfer.com, Tel:
(212) 828-8436, Facsimile: (646) 536-3179, at least two (2) business days prior to the vote for the Extension Proposal or to deliver
your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System,
which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic
delivery prior to the vote at the Extraordinary General Meeting ensures that a redeeming holder’s election is irrevocable once
the Extension Proposal are approved. In furtherance of such irrevocable election, shareholders making the Election will not be able to
tender their shares after the vote at the Extraordinary General Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two (2)
weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers
or DTC, and it may take longer than two (2) weeks to obtain a physical share certificate. Such shareholders will have less time to make
their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical
share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Proposal will not be redeemed for
a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders such holder’s shares
and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw
the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General
Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may
make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares
and the Extension Proposal is not approved or are abandoned, these shares will not be redeemed and the physical certificates representing
these shares will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved
or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote
to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension
Proposal. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed
for cash or returned to such shareholders.
If
properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid, calculated as of two (2) business days prior to the Extraordinary General
Meeting. The closing price of Venus’ shares on the Record Date, September 28, 2022 was $10.34.
If
you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will
be entitled to receive cash for such shares only if you properly demand redemption and tender your share certificate(s) to the Company’s
transfer agent at least two (2) business days prior to the Extraordinary General Meeting. If the Extension Proposal is not approved or
if they are abandoned, such shares will be returned promptly following the Extraordinary General Meeting as described above.
The
Board’s Reasons for the Extension Proposal
If
the Extension Proposal is approved by the requisite vote of shareholders, after the Withdrawal Amount has been removed from the trust
account, the remaining holders of Public Shares will retain their right to redeem their shares for a pro rata portion of the funds available
in the trust account upon consummation of the Company’s initial business combination. In addition, public shareholders who vote
for the Extension Proposal and do not elect to exercise their redemption rights will have the opportunity to participate in any liquidation
distribution if the Company has not completed such business combination by the Extended Date. However, the Company will not proceed with
the Extension Proposal, if after the Election, the Company fails to have net tangible assets greater than $5,000,001.
As
discussed above, after careful consideration of all relevant factors, our Board has determined that the Extension Proposal is fair to,
and in the best interests of, Venus and its shareholders. The Board has approved and declared advisable adoption of the Extension Proposal
and recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your Public
Shares.
Interests
of Venus’ Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
| ● | the
fact that our sponsor holds 1,150,000 founder shares and 225,000 private placement units that would expire worthless if a business combination
is not consummated; |
| ● | In order to finance
transaction costs in connection with an intended initial business combination, our initial shareholders, officers,
directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial
business combination does not close, we may use a portion of the working capital held outside the trust account to repay such
loaned amounts, but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by
promissory notes. Such promissory notes would either be paid upon consummation of our initial business combination, without
interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our
business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the
holders being issued 150,000 ordinary shares if $1,500,000 of such notes were so converted, as well as 150,000 warrants to
purchase 75,000 shares). |
| ● | the
fact that, if the trust account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below
$10.00 per public share, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims
of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a
waiver of any and all rights to seek access to the trust account; and |
All
of the current members of our Board are expected to continue to serve as directors of the Company at least through the date of the Extraordinary
General Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination
and receive compensation thereafter.
Required
Vote
Approval
of the Extension Proposal requires the affirmative vote of holders of at least two-thirds (2/3) of the Company’s ordinary shares
issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Extraordinary General Meeting and which
voted on the Extension Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of this Proposal.
All
of Venus’ directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of the Extension
Proposal. On the Record Date, directors and executive officers of Venus and their affiliates beneficially owned and were entitled to
vote 1,375,000 ordinary shares of Venus representing approximately 23.7% of Venus’ issued and outstanding ordinary shares.
In addition, Venus’
directors, executive officers and their affiliates may choose to buy Units or ordinary shares of Venus in the open market and/or through
negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would
otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the trust account. Any shares
of Venus held by affiliates will be voted in favor of the Extension Proposal. As the Extension Proposal is not a “routine”
matter, brokers will not be permitted to exercise discretionary voting on this proposal.
Recommendation
of the Board
The
Board recommends that you vote “FOR” the Extension Proposal. The Board expresses no opinion as to whether you should elect
to redeem your Public Shares.
THE
ADJOURNMENT PROPOSAL
The
Adjournment Proposal, if adopted, will request the chairman of the Extraordinary General Meeting (who has agreed to act accordingly)
to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal
will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of
the Extraordinary General Meeting to approve the Extension Proposal. If the adjournment proposal is not approved by our shareholders,
it is agreed that the chairman of the Meeting shall not adjourn the Extraordinary General Meeting to a later date in the event, based
on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal.
Required
Vote
The
affirmative vote of a majority of the Company’s ordinary shares present (in person or by proxy) and voting on the Adjournment Proposal
at the Extraordinary General Meeting will be required to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary
General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal. Abstentions
will have no effect with respect to approval of this Adjournment Proposal. As this proposal is not a “routine” matter, brokers
will not be permitted to exercise discretionary voting on this proposal.
Recommendation
The
Board recommends that you vote “FOR” the Adjournment Proposal.
THE
EXTRAORDINARY GENERAL MEETING
Date, Time and Place.
The Extraordinary General Meeting of Venus’ shareholders will be held at 10:00 a.m., Eastern Time on November 10, 2022 on a virtual
basis.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned Venus
ordinary shares at the close of business on September 28, 2022, the Record Date for the Extraordinary General Meeting. You will
have one (1) vote per proposal for each Venus share you owned at that time. Venus rights and warrants do not carry voting rights.
Votes
Required. The affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary shares issued and outstanding
and entitled to vote which are present (in person or by proxy) at the Extraordinary General Meeting and which vote on the Extension Proposal
will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares issued
and outstanding and entitled to vote which are present (in person or by proxy) at the Extraordinary General Meeting and are voted will
be required to approve the Adjournment Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval
of these proposals. As these proposals are not “routine” matters, brokers will not be permitted to exercise discretionary
voting on these proposals.
At
the close of business on the Record Date, there were 6,050,000 issued and outstanding ordinary shares of Venus each of which entitles
its holder to cast one (1) vote per proposal.
If you do not want the Extension
Proposal approved, you should vote against such Proposal. If you want to obtain your pro rata portion of the trust account in the event
the Extension is implemented, which will be paid within ten (10) business days after the shareholder Meeting which is scheduled for November
10, 2022, you must vote for or against the Extension Proposal and demand redemption of your shares.
Proxies;
Board Solicitation. Your proxy is being solicited by the Board on the proposal to approve the Extension Proposal being presented
to shareholders at the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your shares.
Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online
at the Extraordinary General Meeting.
We
have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how
to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free). The Company has agreed
to pay Advantage Proxy a fee of $7,500 and expenses, for its services in connection with the Extraordinary General Meeting.
MANAGEMENT
Our
current directors and executive officers are as follows:
Name |
|
Age |
|
Position |
Yanming Liu |
|
59 |
|
Chairman and
Chief Executive Officer |
River Chi |
|
41 |
|
Chief Financial Officer |
Yu Chen |
|
55 |
|
Director |
Guojian Chen |
|
29 |
|
Director |
Shan Cui |
|
49 |
|
Director |
Yanming
Liu has served as our Chairman and Chief Executive Officer since January 2020. Mr. Liu served as the Chairman and Chief Executive
Officer of Greenland until its acquisition of Zhongchai in October 2019. Mr. Liu currently serves as a director of Greenland’s
successor entity, Greenland Technologies Holding Corp. Mr. has served as President of CoAdna (Suzhou), a fiber optics solutions company
in China, since March 2013. From November 2010 to February 2013, Mr. Liu served as President of two optical access business
units of HiSense Broadband and Multimedia Technologies, an optical communications company. From March to October 2010, Mr. Liu served
as a senior advisor to EJ McKay & Co., Inc. with respect to various technology matters. From August 2005 to February 2010,
Mr. Liu served as President and Chief Executive Officer of Salira Systems Inc., a producer of optical access products in China and the
U.S. Previously, Mr. Liu served as an executive of Optovia Corporation and Walsin Management Company. In addition, from 1993 to 2001,
Mr. Liu worked in various roles for Corning Incorporated, most recently as Director of Communications Electronics and Integration, where
his roles included invention of Corning’s award-winning patented LEAF fiber product and marketing such product in China and other
markets. Mr. Liu received a bachelor degree from Tianjin University in China, a MBA degree from the MIT Sloan School of Management and
a Ph.D. and a MA degree from Princeton University. We believe Mr. Liu is well qualified to serve on our board of directors because of
his extensive knowledge and experience operating companies in the U.S. and China.
River
Chi has served as the Chief Financial Officer since October 2020. Mr. Chi has served as the Chief Executive Officer of Alum Developing
(Shanghai), Inc., a distributor of alloys in China, since November 2017 and previously served as the company’s Chief Operating
Officer starting in 2013. From 2007 until 2012, Mr. Chi served as the operations manager of Salira (China) Network System Inc., where
he worked with Mr. Liu. From 2005 to 2007, Mr. Chi served as project manager for AsteelFlash Electronics (Shanghai) Co., Ltd., an international
electronic manufacturing services company. From 2003 to 2005, Mr. Chi served as manufacturing engineer for Darfon Electronics (SuZhou)
Co., Ltd., a manufacturer of telecommunication components and precision devices. Mr. Chi received a bachelor degree from Northeastern
University and a MBA from Shanghai Jiao Tong University.
Yu
Chen has served as a member of our board of directors since February 2021. Mr. Chen has served as founder and Chief Executive Officer
of Nanjing Covision Optoelectronics Co., Ltd., a developer of display and lighting applications in China, since October 2013. From
2009 to 2013, Mr. Chen worked at HiSense Broadband and Multimedia Technologies, where he worked with Mr. Liu, most recently serving as
a Deputy Director of Technology. In 2008, Mr. Chen served as a senior engineer for Luminus Devices, a designer of light extractions for
LED products. Prior to that, Mr. Chen worked as an engineer for various technology companies in China and North American and as a researcher
at the University of Waterloo, since 1986. Mr. Chen received a master degree from the University of Waterloo in Canada and a Ph.D. from
McMaster University in Canada. We believe Mr. Chen is well qualified to serve on our board of directors because of his extensive operating
and management experience.
Ms.
Shan Cui has served as a member of our board of directors since February 2021. She has been an independent director and chair of
the audit committee and compensation committee of Fuqin Fintech Limited, an online lending information intermediary platform, since August 28,
2018. She has been the Executive Director of First Capital International Limited since 2010 and provided consulting services for private
equity companies and venture capital companies. She was the CFO of Lizhan Environmental Corporation, a then Nasdaq-listed company engaged
in the business of green leather material manufacturing, from 2011 to 2013. From 2009 to 2010, she was the Manager of Planning and Analysis
for Greene, Tweed & Company, a manufacturer of high-performance engineering parts and products serving aerospace, oilfield, and semi-conductor
industries. Prior to that, Ms. Cui was the Senior Finance Manager at Ikon Office Solutions from 2005 to 2008, the CFO for Invista from
2003 to 2004, the Senior Financial Consultant for the Peachtree Companies from 2001 to 2003, the Manager of Strategic Planning and Analysis
for General Time Corporation from 1998 to 2001, and the Senior Vice President for Seaboard Corporation from 1996 to 1998. Ms. Cui acquired
her MBA degree in Business Administration from Georgia State University and her Bachelor’s degree in International Business English
from Ocean University of China. The Company believes that Ms. Cui is well-qualified to serve as director of the Company due to her extensive
experience and strong expertise in finance, investment and capital markets.
Guojian
Chen has served as a member of our board of directors since February 2021. Mr. Chen serves as the Secretary of Board of Beijing
ChinaReel Art Exchange Inc. a leading copyright operator focusing on high-quality video content, since May 2020, where he is in
charge of investor relations and corporate finance matters for the company. Mr Chen served as a director of Beijing Zhongqixinhe Enterprise
Management Consulting Co., Ltd., a financial advisory firm with focus on financial, real estate and TMT industry from May 2019 to
May 2020. Mr. Chen served as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co. LTD. from July 2018 to
May 2019. Mr. Chen received his Bachelor of Management degree from Renmin University of China in 2015, and Master of Finance degree
from the University of Chinese Academy of Sciences in June 2018.
Director
Independence
Our
board has determined that each of Yu Chen, Guojian Chen and Shan Cui is an “independent director” under NASDAQ listing standards
and applicable SEC rules. Director Independence
The
NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our independent directors expect to have regularly scheduled meetings at
which only independent directors are present.
Any
affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors
will review and approve all affiliated transactions with any interested director abstaining from such review and approval.
We
have adopted a written code of business conduct and ethics, which applies to our principal executive officer, principal financial or
accounting officer or person serving similar functions and all of our other employees and members of our board of directors. The code
of ethics codifies the business and ethical principles that govern all aspects of our business. We did not waive any provisions of the
code of business ethics during the year ended December 31, 2021 (we did not adopt a code of ethics until our IPO was completed).
Committees
of the Board of Directors
Upon
the effective date of the registration statement for our IPO, we established two standing committees: an audit committee and a compensation
committee. Each committee operates under a charter that has been approved by our board and will have the composition and responsibilities
described below. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that
the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation
committee of a listed company be comprised solely of independent directors.
Audit
Committee
The
audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”
as defined under NASDAQ’s listing standards. The members of our Audit Committee are Ms. Shan Cui, Mr. Guojian Chen and Mr. Yu Chen.
Ms. Shan Cui serves as chairman of the audit committee. Each member of the audit committee is financially literate and our Board of Directors
has determined that Ms. Shan Cui qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
Our
audit committee charter provides for the principal functions of the audit committee, including:
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● |
the appointment, compensation,
retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting
firm engaged by us; |
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● |
pre-approving all audit
and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and
establishing pre-approval policies and procedures; |
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● |
reviewing and discussing
with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
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● |
setting clear hiring policies
for employees or former employees of the independent auditors; |
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● |
setting clear policies
for audit partner rotation in compliance with applicable laws and regulations; |
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● |
obtaining and reviewing
a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control
procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,
or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or
more independent audits carried out by the firm and any steps taken to deal with such issues; |
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● |
reviewing and approving
any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to
us entering into such transaction; and |
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● |
reviewing with management,
the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence
with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our
financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial
Accounting Standards Board, the SEC or other regulatory authorities. |
Compensation
Committee
Upon
the effectiveness of the registration statement for our IPO, we established a compensation committee of the Board of Directors. The members
of our Compensation Committee are Messrs. Yu Chen and Guojian Chen and Ms. Shan Cui. Mr. Guojian Chen serves as chairman of the compensation
committee. We have adopted a compensation committee charter, which detail the principal functions of the compensation committee, including:
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● |
reviewing and approving
on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our
Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer’s based on such evaluation; |
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● |
reviewing and approving
the compensation of all of our other officers; |
|
● |
reviewing our executive
compensation policies and plans; |
|
● |
implementing and administering
our incentive compensation equity-based remuneration plans; |
|
● |
assisting management in
complying with our proxy statement and annual report disclosure requirements; |
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● |
approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our officers and employees; |
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● |
producing a report on executive
compensation to be included in our annual proxy statement; and |
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● |
reviewing, evaluating and
recommending changes, if appropriate, to the remuneration for directors. |
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by the NASDAQ and the SEC.
Director
Nominations
We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or NASDAQ rules. In accordance with Rule 5605 of the NASDAQ rules, a majority of the independent directors may recommend
a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who will participate in the consideration and recommendation of director nominees are Messrs. Yu Chen and Guojian Chen
and Ms. Cui. In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent.
Prior
to our business combination, the Board of Directors will also consider director candidates recommended for nomination by holders of our
founder shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of shareholders (or,
if applicable, a special meeting of shareholders). Prior to our business combination, holders of our public shares will not have the
right to recommend director candidates for nomination to our board.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders.
Conflicts
Of Interest; Compensation Committee Interlocks and Insider Participation; Code of Ethics
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
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● |
duty to act in good faith
in what the director or officer believes to be in the best interests of the company as a whole; |
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● |
duty to exercise powers
for the purposes for which those powers were conferred and not for a collateral purpose; |
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● |
directors should not improperly
fetter the exercise of future discretion; |
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● |
duty not to put themselves
in a position in which there is a conflict between their duty to the company and their personal interests; and |
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● |
duty to exercise independent
judgment. |
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
which that director has.
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.
Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will
provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination.
Potential
investors in our securities should also be aware of the following other potential conflicts of interest:
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● |
None of our officers or
directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating
his or her time among various business activities. |
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In the course of their
other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate
for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest
in determining to which entity a particular business opportunity should be presented. |
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Our sponsor, officers and
directors have agreed to waive their redemption rights with respect to our founder shares, private placement shares and public shares
in connection with the consummation of our business combination. Additionally, our sponsor, officers and directors have agreed to
waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our business
combination within 12 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend
the period of time to consummate a business combination). If we do not complete our business combination within such applicable time
period, the proceeds of the sale of the Private Units held in the trust account will be used to fund the redemption of our public
shares, and the Private Units and underlying securities will be worthless. With certain limited exceptions, 50% of the founder shares
will not be transferable, assignable or salable by our sponsor until the earlier of (i) six months after the date of the consummation
of our business combination 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 our business combination and the remaining 50% of the founder shares may not be transferred, assigned
or sold until six months after the date of the consummation of our business combination, or earlier, in either case, if, subsequent
to our business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results
in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain
limited exceptions, the Private Units and underlying securities will not be transferable, assignable or salable by our sponsor until
30 days after the completion of our business combination. Since our sponsor and officers and directors may directly or indirectly
own ordinary shares, rights and warrants following this offering, our officers and directors may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our business combination. |
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● |
Our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any
such officers and directors was included by a target business as a condition to any agreement with respect to our business combination. |
The
conflicts described above may not be resolved in our favor. Accordingly, as a result of multiple business affiliations, our officers
and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple
entities. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual
obligations:
Individual(1) |
|
Entity |
|
Entity’s
Business |
|
Affiliation |
Yanming Liu |
|
Greenland Technologies Holding Corp. |
|
Transmission products |
|
Director |
|
|
CoAdna (Suzhou) |
|
Fiber optic solutions |
|
President |
River Chi |
|
Alum Developing (Shanghai), Inc. |
|
Distributor of alloys |
|
CEO |
Shan Cui |
|
First Capital International Limited |
|
Consulting |
|
Director |
Guojian Chen |
|
Beijing ChinaReel Art Exchange Inc. |
|
Media |
|
Secretary of Board |
Yu Chen |
|
Nanjing Covision Optoelectronics
Co., Ltd. |
|
Lighting applications |
|
CEO |
|
(1) |
Each of the entities listed
in this table has priority and preference relative to our company with respect to the performance by each individual listed in this
table of his obligations and the presentation by each such individual of business opportunities. |
Accordingly,
if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities
to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject
to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual
obligations will materially affect our ability to complete our business combination, because the specific focuses of a majority of these
entities differ from our focus and the type or size of the transaction that such companies would most likely consider are of a size and
nature substantially different than what we are targeting.
We
are not prohibited from pursuing an business combination with a company that is affiliated with our sponsor, officers or directors. In
the event we seek to complete our business combination with such a company, we, or a committee of independent directors, would obtain
an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type
of company we are seeking to acquire or an independent accounting firm, that such an business combination is fair to our company from
a financial point of view.
In
the event that we submit our business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed,
pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them
(and their permitted transferees will agree) and any public shares purchased during or after the offering in favor of our business combination.
None
of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors
of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee
of another entity, one of whose executive officers served on our Board of Directors.
We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have previously filed a copy of our form of Code
of Ethics (and our audit committee charter and compensation committee charter) as exhibits to the registration statement for our IPO.
You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a
copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of
certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Limitation
on Liability and Indemnification of Officers and Directors
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent
permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful
default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who
beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors,
and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed
by such reporting persons.
Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during
our 2021 fiscal year, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements
except that the Form 3s for all our directors and officers were filed late due to administrative delays.