Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on June 10, 2021, Venus Acquisition Corporation, a
Cayman Islands exempted company (the "Purchaser" or "Venus"), VIYI Algorithm
Inc., a Cayman Islands exempted company (the "VIYI" or the "Company"), Venus
Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary
of the Purchaser (the "Merger Sub"), and WiMi Hologram Cloud Inc. (the "WiMi" or
the "Majority Shareholder"), a Cayman Islands exempted company and the legal and
beneficial owner of 73% of the issued and outstanding voting securities of VIYI,
entered into a Merger Agreement (the "Merger Agreement"). After the consummation
of the Business Combination, the Company will be renamed "MicroAlgo Inc."
On November 10, 2022, at 10:00 a.m., Eastern time, the Company held an
Extraordinary General Meeting of its stockholders of record (the "Extraordinary
General Meeting"), at which the Company's stockholders of record voted on the
proposals set forth below, each of which is described in detail in the
Definitive Proxy Statements filed with the Securities and Exchange Commission
(the "SEC") on October 20, 2022.
As of September 28, 2022, the record date for the Extraordinary General Meeting,
there were 6,050,000 ordinary shares, par value $0.00001 per share, of the
Company (the "Company Common Stock") issued and outstanding and entitled to vote
at the Extraordinary Meeting. A total of 4,653,504 shares of the Company Common
Stock, representing approximately 76.92% of the issued and outstanding shares of
the Company Common Stock, were present in person by virtual attendance or
represented by proxy at the Extraordinary General Meeting, constituting a quorum
for the Extraordinary General Meeting. The final voting results for each
proposal submitted to the stockholders of record of the Company at the
Extraordinary General Meeting are included below.
Each of the proposals described below was approved by the Company's stockholders
of record.
Proposal 1:
Approval 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 a business combination to
December 11, 2022 (the "Extension Proposal" or "Proposal 1").
For Against Abstain
4,653,500 4 0
Proposal 2:
Approval to adjourn the Extraordinary General Meeting under certain
circumstances, which is more fully described in the accompanying proxy
statement, which we refer to as the "Adjournment Proposal" or "Proposal 2".
For Against Abstain
4,651,097 2,407 0
Because all of the other proposals had received the required approval, this
Proposal 2 was rendered moot and not voted at the Extraordinary General Meeting.
1
As of October 19, 2022, the end of the redemption period with respect to the
October 21, 2022 Company shareholders meeting to approve the business
combination, the total number of shares of Company Common Stock submitted for
redemption was 4,547,395. As of November 8, 2022, the end of the redemption
period for the shares of the Company Common Stock with respect to the November
10, 2022 Extraordinary General Meeting to extend the term of the Company from
November 11, 2022 to December 11, 2022, the total number of additional shares of
Company Common Stock submitted for redemption was 12,064.
As of the date hereof, the total number of shares of Company Common Stock
withdrawn from redemption is 36,755.
As of the date hereof, the total number of shares of Company Common Stock
submitted for redemption (less any shares withdrawn from redemption) is
4,522,704 constituting 74.76% of the total number of issued and outstanding
shares of Company Common Stock.
2
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