What changed in this filing

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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-30 · 1415 added, 1156 removed, 134 unchanged (95% of the section changed)

Procedures Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures

that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our

“Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to

Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2020,

our disclosure controls and procedures were effective.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls

and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form

10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Changes in Internal Control over Financial Reporting

There were no changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

Controls and Procedures Evaluation of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal

financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures

as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers

concluded that, as of December 31, 2021, solely due to the events that led to the Company's restatement of its financial statements to reclassify the Company's Public Warrants, as well as the restatement for the temporary equity subject to possible redemption, as described in the Explanatory Note to this Annual Report, our disclosure controls and procedures were not effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

control over financial reporting did not result in the proper classification of our warrants.

Since their issuance on February 11, 2021,

our warrants have been accounted for as liabilities within our balance sheet.

On April 12, 2021, the SEC Staff issued the SEC Staff

Statement in which the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the Public Warrants

to be classified as equity on the SPAC’s balance sheet as opposed to liabilities.

After discussion and evaluation, taking into consideration

the SEC Staff Statement, including with our independent auditors, we have concluded that our Private warrants should be presented as liabilities

with subsequent fair value remeasurement.

previously disclosed, the Company concluded it should restate its financial statements to classify all ordinary shares subject to

possible redemption in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments,

ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely

within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

Company had previously classified a portion of its ordinary shares in permanent equity.

Although the Company did not specify a

maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that

would cause its net tangible assets to be less than $5,000,001.

The Company considered that the threshold would not change the

nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity.

As a result, the Company

restated its previously filed financial statements to classify ordinary shares subject to redemption as temporary equity and to

recognize accretion from the initial book value to redemption value at the time of its IPO and in accordance

with ASC 480.

The change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional

paid-in capital and accumulated deficit.

As a result, management

identified these material weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary

shares subject to possible redemption.

remediate these material weaknesses, we developed a remediation plan with assistance from our accounting advisors and have dedicated

significant resources and efforts to the remediation and improvement of our internal control over financial reporting.

we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating

and implementing the complex accounting standards that apply to our financial statements.

Our plans at this time include

providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel

and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation

plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended

Report on Internal Controls Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, (as defined in Rules 13a-15(e) and 15-

d-15(e) under the Securities Exchange Act of 1934, as amended) our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2021.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

In connection with this report and based on our assessments and those criteria, our management determined that

we did not maintain effective internal controls over financial reporting as of December 31, 2021.

For more information, see the Explanatory Note at the front of this Annual Report and our Form 8-K/A

filed on January 18, 2022, and Item 4 included in our amended Quarterly Reports on Form 10-Q/A for the fiscal quarters ended March 31, 2021 and June 30, 2021, filed on January 18, 2022.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

than the remedial activities disclosed above in connection with to the restatement of our financial statements, there was no change in our internal control over financial reporting that occurred during the fiscal

year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Other Information

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE.

Our current directors and

executive officers are as follows:

Chairman and Chief Executive Officer

Chief Financial Officer

Yanming Liu has served as our Chairman and Chief

Executive Officer since January 2020.

Liu served as the Chairman and Chief Executive Officer of Greenland until its acquisition of

Zhongchai in October 2019.

Liu currently serves as a director of Greenland’s successor entity, Greenland Technologies Holding

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

current directors and executive officers are as follows:

and Chief Executive Officer

Financial Officer

Liu has served as our Chairman and Chief Executive Officer since January 2020.

Liu served as the Chairman and Chief Executive Officer

of Greenland until its acquisition of Zhongchai in October 2019.

Liu currently serves as a director of Greenland’s successor

entity, Greenland Technologies Holding Corp.

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.

to various technology matters.

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.

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.

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.

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.

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.

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

River Chi has served as the Chief Financial Officer

since October 2020.

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,

Chi served as the operations manager of Salira (China) Network System Inc., where he worked with 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.

Chi has served as the Chief Financial Officer since October 2020.

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.

From 2005 to 2007, Mr.

Chi served as project manager for AsteelFlash Electronics (Shanghai) Co., Ltd., an international electronic manufacturing services company.

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.

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 the effective date of the registration statement for our IPO.

Chi served as manufacturing engineer for Darfon Electronics (SuZhou)

Co., Ltd., a manufacturer of telecommunication components and precision devices.

Chi received a bachelor degree from Northeastern

University and a MBA from Shanghai Jiao Tong University.

Chen has served as a member of our board of directors since February 2021.

Chen has served as founder and Chief Executive Officer

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management experience.

Shan Cui, has served as a member of our board

of directors since the effective date of the registration statement for our IPO.

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

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Planning and Analysis for General Time Corporation from 1998 to 2001, and the Senior Vice President for Seaboard Corporation from 1996

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.

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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 the effective date of the registration statement for our IPO.

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

Chen served as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co.

Chen has served as a member of our board of directors since February 2021.

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.

as an analyst of Zhongrong Huitong Investment Fund Management (Zhuhai) Co.

from July 2018 to May 2019.

Chen received his Bachelor degree of Management from Renmin University of China in 2015, and Master of Finance 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

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.

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.

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.

In addition, we must certify

to NASDAQ that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,

requisite professional certification in accounting, or other comparable experience or background that results in the individual’s

financial sophistication.

The board of directors has determined that Ms.

Shan Cui qualifies as an “audit committee financial expert,”

as defined under rules and regulations of the SEC.

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:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

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;

reviewing and discussing with the independent auditors all relationships the auditors have with

us in order to evaluate their continued independence;

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.

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.

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.

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).

of the Board of Directors

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 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.

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.

audit committee charter provides for the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

● 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;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued

independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

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;

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;

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.

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;

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;

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.

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.

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:

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;

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:

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;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

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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.

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.

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

Yu Chen and Guojian Chen and Ms.

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;

In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent.

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.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

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.

Compensation Committee Interlocks and Insider Participation;

Code of Ethics

Under Cayman Islands law,

directors and officers owe the following fiduciary duties:

Cayman Islands law, directors and officers owe the following fiduciary duties:

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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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:

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.

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.

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, as described in more detail in this prospectus).

If we do not complete

our business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust

account will be used to fund the redemption of our public shares, and the private placement 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

With certain limited exceptions, the private placement 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.

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.

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.

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.

investors in our securities should also be aware of the following other potential conflicts of interest:

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.

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.

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.

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.

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.

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.

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’s Business

Greenland Technologies Holding Corp.

Transmission products

CoAdna (Suzhou)

Fiber optic solutions

Alum Developing

(Shanghai), Inc.

Distributor of alloys

First Capital International

Beijing ChinaReel

Art Exchange Inc.

Secretary of Board

Covision Optoelectronics Co., Ltd.

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.

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.

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.

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.

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.

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

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.

on Liability and Indemnification of Officers and Directors

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.

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.

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

5 unchanged sentences

than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely on our review

of such forms furnished to us and written representations from certain reporting persons, we believe that, during 2020, our directors,

executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements, As we were not a public company

during the year ended December 31, 2020 we and our officers and directors were not subject to Section 16 filing requirements at such

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.

EXECUTIVE COMPENSATION.

No executive officer has

received any cash compensation for services rendered to us.

compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members

executive officer has received any cash compensation for services rendered to us.

compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members

of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of,

our initial business combination (regardless of the type of transaction that it is).

pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services.

Directors, officers and founders

will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying

potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling

to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

There is no limit

on the amount of out-of-pocket expenses reimbursable by us.

After our initial business

combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from the

combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation

materials furnished to our stockholders.

The amount of such compensation may not be known at the time of a stockholder meeting held to

consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and

director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act

filing such as Current Report on Form 8-K, as required by the SEC.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets

forth information regarding the beneficial ownership of our shares of common stock as of March 25, 2021 by:

each person known by us

to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our officers and

all of our officers and

directors as a group.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect beneficial ownership of the warrants or rights included in the units offered by this

Form 10-K or the private warrants included the private placement as these warrants are not exercisable and these rights are not convertible

We pay an affiliate of our sponsor a total of $10,000

per month for office space, administrative and support services.

officers and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our

behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business

combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their

There is no limit on the amount of out-of-pocket expenses reimbursable by us.

our initial business combination, members of our management team who remain with us may be paid employment, consulting, management or

other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the

proxy solicitation materials furnished to our stockholders.

The amount of such compensation may not be known at the time of a stockholder

meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine

executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in

an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 21, 2022 by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our officers and directors;

of our officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

of common stock beneficially owned by them.

The following table does not reflect beneficial ownership of the warrants or rights offered

in our IPO or the private warrants included the private placement as the warrants are not exercisable and the rights are not convertible

within 60 days of the date of this Form 10-K.

As our IPO registration statement and Form 8A were not declared effective by the SEC until

February 8, 2021, we were not a filing company under the Securities and Exchange Act of 1934, as amended until February 8, 2021.

March 25, 2021, there were 6,050,000 ordinary shares (assuming the ordinary shares are split from the units which has not yet occurred)

issued and outstanding and upon which we base the information in the table below.

As of March 21, 2022, there were 6,050,000 ordinary shares (assuming all the units were

separated into their component parts on such date) issued and outstanding and upon which we base the information in the table below.

Name and Address of Beneficial Owner (1)

Ownership (2)

Shares(2) (3)

Yolanda Management Corporation (3)

Yanming Liu (4)

River Chi (5)

Guojian Chen (5)

All directors and officers as a group (5 individuals)

(1) Unless otherwise indicated, the business address of each of

the individuals is 477 Madison Avenue, 6 th Floor, New York, NY 10022.

(2) Based on an aggregate of 6,050,000 ordinary shares which would

be issued and outstanding upon the split of our units into its component parts.

(3) Includes the 225,000 private placement units purchased by our

sponsor simultaneously with the consummation of our IPO.

The private placement units are the same as the IPO units and therefore include

255,000 ordinary shares.

The rights and warrants included in the units convertible or exercisable at this time or within the next 60

(4) Represents ordinary shares held by our sponsor.

shares held by our sponsor are beneficially owned by Yanming Liu, who, as the sole director and sole shareholder of our sponsor, has

sole voting and dispositive power over the ordinary shares held by our sponsor.

(5) Such individual does not beneficially own any of our ordinary

However, such individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor.

Our sponsor, our officers

Tiger Zhang are deemed to be our “promoters”

as such term is defined under the federal securities laws.

See “Certain

Relationships and Related Party Transactions”

for additional information regarding our relationships with our promoters.

is a member of our sponsor and has provided us with services related to our formation and this offering.

Zhang will receive membership

interests in our sponsor, as compensation for such services, such membership interests expected to reflect pecuniary interest in approximately

50,000 founder shares.

CERTAIN RELATIONSHIPS, AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE

Karpus Investment Management (5)

Mizuho Financial Group, Inc.

WEISS ASSET MANAGEMENT LP (7)

Feis Equities LLC (8)

otherwise indicated, the business address of each of the individuals is 477 Madison Avenue, 6 th Floor, New York,

on an aggregate of 6,050,000 ordinary shares (assuming all the units were separated into their component parts on such date).

the 225,000 Private Units purchased by our sponsor simultaneously with the consummation of our IPO.

The Private Units are the same as the IPO units and therefore include 225,000 ordinary shares.

The rights and warrants included in the units

convertible or exercisable at this time or within the next 60 days.

ordinary shares held by our sponsor.

The ordinary shares held by our sponsor are beneficially owned by Yanming Liu, who, as the sole

director and sole shareholder of our sponsor, has sole voting and dispositive power over the ordinary shares held by our sponsor.

on a Schedule 13G/A filed with the SEC on February 14, 2022.

The entity’s address is 183 Sully’s Trail, Pittsford, New

on a Schedule 13G filed with the SEC on February 14, 2022.

The entity’s address is 1–5–5, Otemachi, Chiyoda–ku,

Tokyo 100–8176, Japan.

on a Schedule 13G/A filed with the SEC on February 7, 2022.

The entity’s address is 222 Berkeley St., 16th floor, Boston, Massachusetts

on a Schedule 13G/A filed with the SEC on January 11, 2022.

The entity’s address is 20 North Wacker Drive Suite 2115, Chicago,

Illinois 60606.

sponsor, our officers and Mr.

Tiger Zhang are deemed to be our “promoters” as such term is defined under the federal securities

See “Certain Relationships and Related Party Transactions” for additional information regarding our relationships with

our promoters.

Zhang is a member of our sponsor and has provided us with services related to our formation and the IPO.

will receive membership interests in our sponsor, as compensation for such services, such membership interests expected to reflect pecuniary

interest in approximately 50,000 founder shares.

CERTAIN RELATIONSHIPS, AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

In August 2019, our sponsor

purchased 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per share.

Our sponsor will own

approximately 21.7% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering and

taking into account ownership of the private placement units).

If we increase or decrease the size of the offering, we will effect a

capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our ordinary shares immediately

prior to the consummation of the offering in such amount as to maintain the ownership of founder shares of our sponsor prior to this

offering at 20% of our issued and ordinary shares upon the consummation of this offering (assuming it does not purchase units in this

offering and not taking into account ownership of the private placement units).

Our sponsor (and/or its designees)

purchased an aggregate of 225,000 private placement units at a price of $10.00 per unit in a private placement that will close simultaneously

with the closing of our IPO on February 11, 2021.

Each unit consists of one private placement share, one private placement right granting

the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation of an business combination, and one

private placement warrant.

Each private placement warrant entitles the holder upon exercise to purchase one-half of one ordinary share

at a price of $11.50 per whole share, subject to adjustment as provided herein.

The private placement units (including the underlying

securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion

of our business combination.

We entered into an Administrative

Services Agreement with Yolanda Management Corporation, an affiliate of our sponsor, pursuant to which we will pay a total of $10,000

per month for office space, administrative and support services to such affiliate.

Upon completion of our business combination or our

liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our business combination takes the

maximum 21 months, an affiliate of our sponsor will be paid a total of $210,000 ($10,000 per month) for office space, administrative

and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our sponsor, officers and

directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our sponsor had previously

agreed to loan us up to $450,000 to be used for formation and offering expenses.

As of December 31, 2020, the amount owed to our sponsor

was $228,483.

These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of our

Our sponsor owned approximately

22.7% of our issued and outstanding shares after the IPO (assuming it does not purchase units in the IPO and taking into account ownership

of the Private Units).

Our sponsor (and/or its designees) purchased an aggregate of 225,000

Private Units at a price of $10.00 per unit in a private placement that closed simultaneously with the closing of our IPO on

February 11, 2021.

Each unit consists of one private placement share, one private placement right granting the holder thereof the right

to receive one-tenth (1/10) of an ordinary share upon the consummation of a business combination, and one private placement warrant.

private placement warrant entitles the holder upon exercise to purchase one-half of one ordinary share at a price of $11.50 per whole

share, subject to adjustment as provided herein.

The Private Units (including the underlying securities) may not, subject to

certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our business combination.

entered into an Administrative Services Agreement with Yolanda Management Corporation, an affiliate of our sponsor, pursuant to which

we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate.

Upon completion of

our business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our

business combination takes the maximum 21 months, an affiliate of our sponsor will be paid a total of $210,000 ($10,000 per month) for

office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or

our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

sponsor had previously agreed to loan us up to $450,000 to be used for formation and offering expenses.

As of December 31, 2020, the

amount owed to our sponsor was $228,483.

These loans were non-interest bearing, unsecured and were due at the earlier of December 31,

2021 or the closing of our IPO.

We repaid the sum of $262,250 to our sponsor at the completion of our IPO on February 11, 2021.

In order to finance transaction

costs in connection with an intended business combination, our sponsor or an affiliate of our sponsor or certain of our officers and

directors may, but are not obligated to, loan us funds as may be required.

If we complete an business combination, we would repay such

loaned amounts.

In the event that the 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.

Up to $1,500,000

of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders being issued

165,000 ordinary shares if $1,500,000 of notes were so converted (including 15,000 shares upon the closing of our business combination

in respect of 150,000 rights included in such units), as well as 150,000 warrants to purchase 75,000 shares) at the option of the lender.

of December 31, 2021 and 2020, we had temporary advances of $373,421 and $26,750 from a related party for the payment of costs related

to the initial public offering.

The balance is unsecured, interest-free and has no fixed terms of repayment.

order to finance transaction costs in connection with an intended business combination, our sponsor or an affiliate of our sponsor or

certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a business combination,

we would repay such loaned amounts.

In the event that the 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.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit (which, for example, would result in the holders

being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including 15,000 shares upon the closing of our business

combination in respect of 150,000 rights included in such units), as well as 150,000 warrants to purchase 75,000 shares) at the option

of the lender.

The units would be identical to the placement units issued to the holder.

The terms of such loans by our officers and directors, if any,

have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other

than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in our trust account.

Related Party Policy

We have adopted a code of

ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board

of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics,

conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the company.

A form of the code of ethics was filed as an exhibit to the registration statement for our IPO

as filed with the SEC.

In addition, our audit committee,

pursuant to its written charter, will be responsible for reviewing and approving related party transactions to the extent that we enter

into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum

is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee

will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required

to approve a related party transaction.

A form of the audit committee charter that we adopted was filed as an exhibit to the registration

statement for our IPO.

We also require each of our directors and executive officers to complete a directors’

and officers’

questionnaire that elicits information about related party transactions.

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

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.

Controls And Procedures

We are not currently required

to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

We will be required to

comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021.

the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls.

expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination

and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an

effective system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act

regarding the adequacy of internal controls.

Target businesses we may consider for a business combination may have internal controls

that need improvement in areas such as:

staffing for financial, accounting and external reporting areas,

including segregation of duties;

reconciliation of accounts;

proper recording of expenses and liabilities in the period to which they relate;

evidence of internal review and approval of accounting transactions;

documentation of processes, assumptions and conclusions underlying significant

documentation of accounting policies and procedures.

Because it will take time,

management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory

requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting

responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively

may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s

report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required

by Section 404.

The independent auditors may identify additional issues concerning a target business’s internal controls while

performing their audit of internal control over financial reporting.

ACCOUNTING FEES AND SERVICES.

The following is a summary of fees paid or to

be paid to Friedman LLP, for services rendered.

Audit fees consist of fees

billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Friedman LLP in connection with regulatory filings.

The aggregate fees billed by Friedman LLP for professional services rendered for

the audit of our annual financial statements, review of the financial information and other required filings with the SEC for the year

The terms of such loans by our officers and

directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans

from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds

and provide a waiver against any and all rights to seek access to funds in our trust account.

have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions

approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any

indebtedness or guarantee of indebtedness) involving the company.

A form of the code of ethics was filed as an exhibit to the registration

statement for our IPO as filed with the SEC.

addition, our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related party transactions

to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at

a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of

the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit

committee will be required to approve a related party transaction.

A form of the audit committee charter that we adopted was filed as

an exhibit to the registration statement for our IPO.

We also require each of our directors and executive officers to complete a directors’

and officers’ questionnaire that elicits information about related party transactions.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of fees paid or to be paid to Friedman LLP, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements

and services that are normally provided by Friedman LLP in connection with regulatory filings.

The aggregate fees billed by

Friedman LLP for professional services rendered for the audit of our annual financial statements, review of the financial

information and other required filings with the SEC for the year ended December 31, 2021 totaled $82,000 and for the year

ended December 31, 2020 totaled $25,000.

The above amounts include interim procedures and audit fees, as well as attendance at audit

committee meetings.

The above amounts include interim procedures and audit fees, as well as attendance

at audit committee meetings.

Audit-Related Fees.

Audit-related services

consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial

statements and are not reported under “Audit Fees.”

These services include attest services that are not required by statute

or regulation and consultations concerning financial accounting and reporting standards.

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Friedman LLP for consultations

concerning financial accounting and reporting standards for the year ended December 31, 2020.

We did not pay Friedman LLP

for tax planning and tax advice for year ended December 31, 2020 .

All Other Fees .

We did not pay Friedman

LLP for other services for the year ended December 31, 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our IPO on February 8, 2021.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to

be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES,

AND REPORTS ON FORM 8-K

The following documents

are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting

Balance Sheets

Statement of Operations

Statements of Changes in Shareholders’

(Deficit) Equity

Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules:

concerning financial accounting and reporting standards for the years ended December 31, 2021 and 2020.

We did not pay Friedman LLP for tax planning and tax advice for either of the years ended December 31, 2021 and December 31,

We did not pay Friedman LLP for other services for either of the years ended December 31, 2021 and December 31, 2020.

audit committee was formed upon the consummation of our IPO on February 8, 2021.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

following documents are filed as part of this Form 10-K:

Report of Independent Registered Public Accounting Firm – Friedman LLP

Consolidated Balance Sheets

Consolidated Statement of Operations

Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Statement Schedules:

Agreement dated as of February 8, 2021 between Registrant and Ladenburg Thalmann & Co., Inc.***

3 unchanged sentences

Agreement dated as of February 8, 2021 between Vstock Transfer LLC and the Registrant.***

Description of Securities

and Restated Promissory Note, dated as of January 16, 2020, issued to Yolanda Management Corporation.**

Agreement among the Registrant, Ladenburg Thalmann & Co., Inc.

Letter Agreement among the Registrant, Ladenburg Thalmann & Co., Inc.

and its officers, directors and Yolanda Management Corporation.***

7 unchanged sentences

Corporation.**

Certification

of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley

* filed with this Form 10-K

** previously filed with the Securities and Exchange Commission as

an exhibit to our Form S-1 as filed on February 3, 2021 and declared effective on February 8, 2020

*** previously filed as an exhibit to our Form 8-K as filed with the

Securities and Exchange Commission on February 11, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of

Venus Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Venus Acquisition Corporation (the “Company”) as of December 31, 2020 and 2019 and the related statements of operations,

changes in shareholder’s equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2020 and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Agreement dated as of June 10, 2021 by and among the Registrant, Viyi Algorithm Inc., Venus Merger Sub Corp.

and WiMi Hologram Cloud

Amendment No.

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

Backstop Agreement dated as of January 24, 2022 by and between the Registrant and WiMi Hologram Cloud Inc.

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

with this Form 10-K

** Previously

filed with the Securities and Exchange Commission as an exhibit to our Form S-1 as filed on February 3, 2021 and declared effective on

February 8, 2020

*** Previously

filed as an exhibit to our Form 8-K as filed with the Securities and Exchange Commission on February 11, 2021

**** Previously

filed as an exhibit to our Form 8-K as filed with the Securities and Exchange Commission on June 14, 2021

***** Previously

filed as an exhibit to our Form 8-K as filed with the Securities and Exchange Commission on January 24, 2022

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

Acquisition Corporation

on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Venus Acquisition Corporation (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements

of operations, changes in shareholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December

31, 2021 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its

operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles

generally accepted in the United States of America.

Paragraph — Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s

cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time,

which is considered to be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with PCAOB and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/Friedman LLP

We have served as the Company’s auditor

New York, New York

March 29, 2021

VENUS ACQUISITION CORPORATION

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2020.

York, New York

ACQUISITION CORPORATION

BALANCE SHEETS

As of December

Current asset - cash

expressed in United States Dollars (“US$”), except for number of shares)

Current assets:

Total current assets

Security deposit

Deferred offering costs

LIABILITIES AND SHAREHOLDER’S (DEFICIT)

Cash and investments held in trust account

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accrued expenses

Accrued offering costs

Advances from related party

Accrued liabilities and other payable

Advances from a related party

Promissory note- related party

Total current liabilities

Warrant liabilities

Deferred underwriting compensation

TOTAL LIABILITIES

Commitments and contingencies

Shareholder’s (Deficit) Equity:

shares, $0.001 par value;

Ordinary shares, subject to possible redemption:

4,600,000 shares at $ 10.10 per share

Shareholders’ deficit:

Preferred shares, $ 0.001 par value;

1,000,000 shares authorized;

1,150,000 shares issued and outstanding

as of December 31, 2020 and 2019 (1)

no share issued

Ordinary shares, $ 0.001 par value;

50,000,000 shares authorized;

1,450,000 and 1,150,000 shares issued and outstanding (excluding 4,600,000 and no shares subject to possible redemption)

Additional paid-in capital

Accumulated deficit

Total shareholder’s (deficit) equity

LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY

(1) Share amount at December 31, 2020 and 2019

includes an aggregate of up to 150,000 shares subject to forfeiture to the extent that the

underwriter’s over-allotment option is not exercised in full or in part.

The accompanying notes are an integral part of

the financial statements.

( 1,979,400 )

Total shareholders’ deficit

( 1,977,950 )

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Years ended December 31,

Formation, and operating costs

Weighted average shares outstanding,

basic and diluted (1)

Basic and diluted net loss per ordinary share

(1) Share amount at December 31, 2020 and 2019

excludes an aggregate of up to 150,000 shares subject to forfeiture to the extent that the

underwriters’

over-allotment option is not exercised in full or in part.

The accompanying notes are an integral part of

the financial statements.

expressed in United States Dollars (“US$”), except for number of shares)

Formation, general and administrative expenses

$ ( 785,096 )

$ ( 117,787 )

Total operating expenses

Change in fair value of warrant liabilities

Interest income

Total other income, net

Loss before income taxes

$ ( 812,413 )

$ ( 117,787 )

Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption

Basic and diluted net income per share, ordinary share subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary share attributable to Venus Acquisition Corporation

Basic and diluted net loss per share, ordinary share attributable to Venus Acquisition Corporation

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN

SHAREHOLDER’S EQUITY (DEFICIT)

comprehensive

shareholder’s

paid-in capital

as of January 1, 2019

of Founder Share to Sponsor

of Founder Shares to Sponsor

as of December 31, 2019

as of December 31, 2020

(1) Share amount of December 31, 2020 and 2019

includes an aggregate of up to 150,000 shares subject to forfeiture to the extent that the

underwriters’

over-allotment option is not exercised in full or in part.

The accompanying notes are an integral part of

the financial statements.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

expressed in United States Dollars (“US$”), except for number of shares)

Ordinary shares

shareholders’

equity (deficit)

Balance as of January 1, 2020

Balance as of December 31, 2020

Sale of units in initial public offering

Fair value of underwriter’s unit purchase option

Sale of units to the founder in private placement

Initial classification of ordinary shares subject to possible redemption

( 4,600,000 )

( 45,245,194 )

( 45,249,794 )

Allocation of offering costs to ordinary share subject to redemption

Accretion of carrying value to redemption value

( 2,603,666 )

( 1,038,325 )

( 3,641,991 )

Balance as of December 31, 2021

$ ( 1,979,400 )

$ ( 1,977,950 )

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Cash flow from operating activities

expressed in United States Dollars (“US$”), except for number of shares)

Cash flows from operating activities

$ ( 812,413 )

$ ( 117,787 )

Adjustments to reconcile net loss to net cash used in operating activities

Change in fair value of warrant liabilities

Interest income earned in cash and investments held in trust account

Change in operating assets and liabilities:

Increase in accrued

operating activities

Increase in prepayments

Increase in accrued liabilities

Cash used in operating activities

Cash flows from investing activities

Proceeds deposited in Trust Account

( 46,466,500 )

Security deposit

Net cash used

in investing activities

Net cash used in investing activities

( 46,463,419 )

Cash flows from financing activities

Proceeds from issuance of Founder Shares

Proceeds from unit purchase option

Proceeds from public offering, net of expenses

Proceeds from sale of private placement

Proceeds from promissory note – related party

Repayment of promissory note – related party

Advances from a related party

Proceeds from promissory note –

related party

Repayment to promissory note –

related party

Payment of offering

Net cash (used

in) provided by financing activities

Net cash provided by financing activities

NET CHANGE IN CASH

1 unchanged sentence

Cash, end of year

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING

AND FINANCING ACTIVITIES:

Deferred offering

costs included in accrued offering costs

The accompanying notes are an integral part of

the financial statements.

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

Initial classification of shares subject to redemption

Allocation of offering costs to ordinary share subject to redemption

Accretion of carrying value to redemption value

$ ( 3,641,991 )

Deferred underwriting compensation

Recognition of warrant liabilities

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1 –

TO CONSOLIDATED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

1 – ORGANIZATION AND BUSINESS BACKGROUND

Venus Acquisition Corporation (the “Company”)

is a blank check company incorporated in the Cayman Islands on May 14, 2018.

The Company was formed for the purpose of effecting a merger,

share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business

Combination”).

Although the Company is not limited to a particular

industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have

a connection to the Asian market.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all

of the risks associated with early stage and emerging growth companies.

At December 31, 2020, the Company had not yet

commenced any operations.

All activity through December 31, 2020 relates to the Company’s formation and the initial public offering

(the “Initial Public Offering”).

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived

from the Initial Public Offering.

The registration statement for the Company’s

Initial Public Offering became effective on February 8, 2021.

On February 11, 2021, the Company consummated the Initial Public Offering

of 4,600,000 units (the “Public Units”), which includes the full exercise by the underwriter of its over-allotment option

in the amount of 600,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $46,000,000 which is described in Note

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of, 225,000 units (the “Private Placement Units”) at a price of $10.00

per Private Placement Unit in a private placement to Yolanda Management Corporation (the “Sponsor”), generating gross proceeds

Acquisition Corporation (“Venus” or the “Company”) is a blank check company incorporated in the Cayman Islands

on May 14, 2018.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization

or similar business combination with one or more businesses (“Business Combination”).

June 10, 2021, the Company, VIYI Algorithm Inc., a Cayman Islands exempted company (“Viyi”), Venus Merger Sub Corp., a Cayman

Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman

Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of Viyi (“Majority

Shareholder”), entered into a Merger Agreement (the “Merger Agreement”).

Venus Merger Sub Corp.

is a company incorporated

in the Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, VIYI

Algorithm Inc., pursuant to the terms of the Merger Agreement Merger Sub is wholly owned by Venus.

See the further description below

regarding the proposed business combination with Viyi.

Company is an early stage and an emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

activities through December 31, 2021 relates to the Company’s formation, completion of its initial public offering (the “Initial

Public Offering”) which occurred on February 11, 2021 and negotiation and consummation of the proposed Business Combination with

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which

proceeds are held in trust.

registration statement for the Company’s Initial Public Offering became effective on February 8, 2021.

On February 11, 2021, the

Company consummated the Initial Public Offering of 4,600,000 units (the “Public Units”), which includes the full exercise

by the underwriter of its over-allotment option in the amount of 600,000 Public Units, at $ 10.00 per Public Unit, generating gross proceeds

of $ 46,000,000 which is described in Note 3.

Transaction costs amounted to $2,462,765, consisting

of $805,000 of underwriting fees, $1,150,000 of deferred underwriting fees and $507,765 of other offering costs.

In addition, at February

11, 2021, cash of $5,355 and cash held in escrow of $1,960,956 were held outside of the Trust Account (as defined below) and is available

for the payment of offering costs and for working capital purposes net with $1,339,925 transferred to Trust Account on February 18, 2021.

Following the closing of the Initial Public Offering

on February 11, 2021, an amount of $45,120,075 from the net proceeds of the sale of the Public Units in the Initial Public Offering and

the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and $1,339,925 was transferred

from cash held in escrow to Trust Account on February 18, 2021.

The aggregate amount of $46,460,000 ($10.10 per Public Unit) will be invested

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of

185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business

Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below,

except that interest earned on the Trust Account can be released to the Company to pay its tax obligations.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

NASDAQ rules provide that the

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance

in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned) at the time

of the signing of an agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business

Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of

1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of, 225,000 units (the “Private Units”)

at a price of $ 10.00 per Private Unit in a private placement to Yolanda Management Corporation (the “Sponsor”),

generating gross proceeds of $ 2,250,000 , which is described in Note 4.

costs amounted to $ 2,462,765 , consisting of $ 805,000 of underwriting fees, $ 1,150,000 of deferred underwriting fees and $ 507,765 of other

offering costs.

the closing of the Initial Public Offering on February 11, 2021, the aggregate amount of $ 46,460,000 ($10.10 per Public Unit) was placed

in a trust account (the “Trust Account”) with Wilmington Trust, National Association acting as trustee.

The funds held in

the Trust Account can be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company

Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting

certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described

below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations.

At closing of the

Initial Public Offering, the sum of $ 418,430 was released to the Company to fund its working capital needs.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and sale of the Private Units, although substantially all of the net proceeds are held in trust and are intended to be applied generally

toward consummating a Business Combination.

NASDAQ rules provide that the Business Combination must be with one or more target businesses

that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred

underwriting commissions and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to successfully effect a Business Combination.

Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination

at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against

a Business Combination.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

The Company will provide its shareholders with

the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection

with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with an Initial

Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which

shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will

proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business

Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business

Notwithstanding the foregoing, if the Company

seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s

Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to

15% or more of the Public Shares without the Company’s prior written consent.

If a shareholder vote is not required and the

Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and

Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange

Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in

a proxy statement with the SEC prior to completing a Business Combination.

The shareholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase

of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business

Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the

Company to pay its tax obligations).

The per-share amount to be distributed to shareholders who redeem their Public Shares will not be

reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7).

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s rights or warrants.

The ordinary shares will

be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance

with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Sponsor and any of the Company’s officers

or directors that may hold Founder Shares (as defined in Note 5) (the “shareholders”) and the underwriters will agree (a)

to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares

purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s

Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior

to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem

their Public Shares in conjunction with any such amendment;

into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to

sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection

therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’

rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating

distributions upon winding up if a Business Combination is not consummated.

However, the shareholders will be entitled to liquidating

distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company

fails to complete its Business Combination.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

The Company will have until February 11, 2022

to consummate a Business Combination.

However, if the Company anticipates that it may not be able to consummate a Business Combination

within 12 months, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional

month (for a total of 21 months to complete a Business Combination (the “Combination Period”).

In order to extend the time

available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust

Account $153,333 (approximately $0.033 per Public Share), up to an aggregate of $1,380,000, or $0.30 per Public Share, on or prior to

the date of the applicable deadline, for each one month extension.

Any funds which may be provided to extend the time frame will be in

the form of a loan to us from our sponsor.

The terms of any such loan have not been definitely negotiated, provided, however, any loan

will be interest free and will be repayable only if we compete a business combination.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable

and less interest to pay dissolution expenses up to $50,000), divided by the number of then 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

the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal

dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the

Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with

the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering

price per Unit ($10.00).

The Sponsor has agreed that it will be liable

to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target

business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below

(i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust

Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and

all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of

the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have

to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses

or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

NOTE 2 –

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of presentation

The accompanying financial statements are presented

Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and

pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means

that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an

emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of December 31, 2020 and 2019.

Deferred Offering Costs

Deferred offering costs consist of underwriting,

legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that

will be charged to shareholder’s equity upon the completion of the Proposed Offering.

Should the Proposed Offering prove to be

unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.

The Company complies with the accounting and

reporting requirements of ASC Topic 740, “Income Taxes,”

which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates

applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

no unrecognized tax benefits as of December 31, 2020 and 2019 and no amounts accrued for interest and penalties.

The Company is

currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

The Company may be subject to potential examination

by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing and amount

of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company’s management

does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

Net Loss Per Share

Net loss per share is computed by dividing net

loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

For the year ended December 31, 2020, weighted average shares were reduced for the effect of an aggregate of 150,000 ordinary shares

that are subject to forfeiture if the over-allotment option is not exercised by the underwriters.

At December 31, 2020 and 2019,

the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary

shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the

periods presented.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses

on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial

NOTE 3 –

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding

shares voted are voted in favor of the Business Combination.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s amended and restated memorandum and articles of association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the

Company will, pursuant to its amended and restated memorandum and articles of association, offer such redemption pursuant to the tender

offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the

same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

$10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend

the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders

who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as

discussed in Note 6).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

rights or warrants.

The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of

the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing

Liabilities from Equity ” (“ASC 480”).

Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “shareholders”)

and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private

Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not

to propose an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s

pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public

shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder

vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company

does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated Memorandum

and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares

and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased

during or after the Initial Public Offering if the Company fails to complete its Business Combination.

June 10, 2021, the Company entered into the Merger Agreement, which provides for a Business Combination between Venus and VIYI Algorithm

Pursuant to the Merger Agreement, the Business Combination will be effected as a stock transaction and is intended to be qualified

as a tax-free reorganization.

The Merger Agreement is by and among Venus, Merger Sub, VIYI, and WiMi Hologram Cloud Inc, a Cayman Islands

limited liability company as the representative of VIYI’s stockholders.

The aggregate consideration for the Acquisition Merger

is $ 400,000,000 , payable in the form of 39,600,000 newly issued ordinary shares of Merger Sub (“Merger Sub Ordinary Share”)

valued at $ 10.10 per share.

the closing of the Business Combination, the former Venus shareholders will receive the consideration specified below and the former

VIYI stockholders will receive an aggregate of 39,600,000 shares of Merger Sub Ordinary Share.

Company will be seeking approval from its shareholders of the proposed Business Combination and Merger with VIYI.

The Company has filed

a Form S-4/Proxy Statement with the SEC regarding the terms and conditions of the proposed Merger with Viyi and other matters.

S-4/Proxy Statement is under review by the SEC.

Assuming that the S-4/Proxy Statement is declared effective by the SEC, of which there

can be no assurance, the Company will provide its shareholders with definitive materials to consider in connection with the solicitation

for approval of the Merger with Viyi and other matters as described in the S-4/Proxy Statement.

Company issued a Note in an amount of $ 153,333 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until March 11, 2022.

However, if the Company anticipates that it

may not be able to consummate a Business Combination within 12 months (including the proposed Business combination with Viyi), the

Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a

total of 21 months to complete a Business Combination (the “Combination Period”).

In order to extend the time available

for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account

(approximately $ 0.033

per Public Share), up to an aggregate of $ 1,380,000 ,

per Public Share, on or prior to the date of the applicable deadline, for each one month extension.

Any funds which may be provided

to extend the time frame will be in the form of a loan to us from our sponsor.

For the extensions that we have made, the loans are interest free and will not be repaid unless and until we

complete a business combination.

For the extensions that may be made in the future, the final and definitive terms of the loan in connection

with any such loans have not yet been negotiated, but any such loan would be interest free and not repaid unless and until we complete

a business combination.

February 11, 2022, the Company and the Sponsor extended the period of time for which the Company is required to consummate a

Business Combination from February 11, 2022 to March 11, 2022 and, accordingly, funded a sum of $153,333 into the Company’s

Trust Account.

On March 11, 2022, the Company elected to further extend the date by which the Company is required to complete a

business combination to April 11, 2022 and deposited $153,333 into the Company’s Trust Account.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of

the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of

then 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 the remaining shareholders and the Company’s board of directors, proceed

to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide

for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting

commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period

and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution will be less than the Initial Public Offering price per Unit ($10.00).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account

as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by

a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek

to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and going concern

the closing of the Initial Public Offering on February 11, 2021, a total of $ 46,460,000 was placed in the Trust Account, and the Company

had $ 418,430 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available

for working capital purposes.

As of December 31, 2021, the Company had a working deficit of $ 418,172 .

The Company has incurred and expects

to continue to incur significant costs in pursuit of its acquisition plans.

In order to finance transaction costs in connection with

an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds as may be required up to $1,500,000 as discussed in Note 6.

the foregoing, the Company believes it will have sufficient cash to meet its needs to execute its intended initial Business Combination in the next twelve months from the date of the issuance of the accompanying consolidated financial statements.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from

the date of these financial statements if a Business Combination is not consummated.

These consolidated financial statements do not include

any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should

the Company be unable to continue as a going concern.

2 – SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying consolidated financial statements have been prepared in U.S.

Dollars in conformity with generally accepted accounting principles

in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

In the opinion of management,

all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the consolidated financial

position, and the results of its consolidated operations and its consolidated cash flows.

of Consolidation

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

are those entities in which the Company, directly or indirectly, controls more than one half of the voting power;

or has the power to

govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a

majority of votes at the meeting of directors.

accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:

Schedule of Subsidiary

Merger Sub Corp.

Cayman Islands company Incorporated on May 25, 2021

Owned by Venus

growth company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from those estimates.

and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of December 31, 2021 or 2020.

and investments held in trust account

December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities.

Investment securities in the Company’s

Trust Account consisted of $ 46,469,183 in United States Treasury Bills.

Company classified investments that are directly invested in U.S.

Treasuries as available for sales and money market funds are classified

in accordance with the trading method.

All marketable securities are recorded at their estimated fair value.

Unrealized gains and losses

for available-for-sale securities are recorded in other comprehensive income (loss).

The Company evaluates its investments to assess

whether those with unrealized loss positions are other than temporarily impaired.

Impairments are considered other than temporary if

they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost

Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification

method and are reported in other income (expense), net in the statements of operations and comprehensive (income) loss.

Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based

on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board

(“FASB”) ASC 480 and ASC 815, “ Derivatives and Hedging” (“ASC 815”).

The assessment considers

whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,

and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed

to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants

are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

has elected to account for its Public Warrants as equity and the Private Warrants as liabilities.

shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Ordinary share subject

to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary

shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’ equity.

As of December 31, 2021 and 2020, the Company’s ordinary shares

feature certain redemption rights that are considered to be outside of the Company’s control.

4,600,000 and 0 ordinary shares subject

to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated

balance sheets.

The Company has made a policy election in accordance with ASC 480-10-S99-3A

and recognizes changes in redemption value in accumulated deficit immediately as if the end of the first reporting period after the Initial

Public Offering was the redemption date.

Redemption value is remeasured to reflect the interest earned on the Trust Account balance that

are available for distribution to redeeming shareholders.

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A –

“ Expenses of Offering ”.

Offering costs consist principally of professional and registration fees incurred through

the balance sheet date that are related to the Public Offering and that were charged to shareholders’ equity upon the completion

of the Public Offering.

value of financial instruments

Topic 820 “ Fair Value Measurements and Disclosures ” (“ASC 820”) defines fair value, the methods used to

measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining

fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure

ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing

the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer

and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability

developed based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair

Value Measurements and Disclosures ,” approximates the carrying amounts represented in the consolidated balance sheet.

values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying

values as of December 31, 2021 due to the short maturities of such instruments.

See Note 9 for the disclosure of the Company’s

assets and liabilities that were measured at fair value on a recurring basis.

● Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution

which, at times may exceed the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” (“ASC 740”)

which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and

liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in

future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected

to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the British Virgin Islands is the Company’s

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign tax laws.

Company’s tax provision is zero and it has no deferred tax assets.

The Company is considered to be an exempted British Virgin Islands

Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

loss per share

Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” .

In order to determine

the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed

income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss)

is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based

on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of

the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public

stockholders.

As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering

to purchase an aggregate of 2,412,500 shares in the calculation of diluted net loss per share, since the exercise of the warrants is

contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have

any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share

in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

net loss per share presented in the statement of operations is based on the following:

Net loss per share presented in

the statement of operations

$ ( 812,413 )

$ ( 117,787 )

Accretion of carrying value to redemption value

( 3,641,991 )

$ ( 4,454,403 )

$ ( 117,787 )

Basic and diluted net loss per share:

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net loss including carrying value to redemption value

$ ( 3,305,127 )

$ ( 1,149,276 )

$ ( 117,787 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 1,149,276 )

$ ( 117,787 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

accounting pronouncements

Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material

impact on the consolidated results of operations, financial condition, or cash flows, based on the current information.

3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT

of December 31, 2021, investment securities in the Company’s Trust Account consisted of $ 46,469,183 in United States Treasury Bills.

The Company classifies its United States Treasury securities as available-for-sale.

Available-for-sale marketable securities

are recorded at their estimated fair value on the accompanying December 31, 2021 consolidated balance sheet.

The carrying value and fair value of marketable securities on December 31, 2021 are

Schedule of carrying value,

including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities

Carrying Value

Gross Unrealized

Available-for-sale marketable securities

Treasury Securities

4 – INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the

Company sold 4,600,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 600,000

Public Units, at a purchase price of $10.00 per Unit.

Each Unit will consist of one ordinary share, one right (“Public Right”)

and one redeemable warrant (“Public Warrant”).

Each Public Right will convert into one-tenth (1/10) of one ordinary

Each Public Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole

share (see Note 6).

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 4 –

February 11, 2021, the Company sold 4,600,000 Units which includes a full exercise by the underwriters of their over-allotment option

in the amount of 600,000 Public Units, at a purchase price of $ 10.00 per Unit.

Each Unit will consist of one ordinary share, one right

(“Public Right”) and one redeemable Public Warrant.

Each Public Right will convert into one-tenth

(1/10) of one ordinary share.

Each Public Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price

of $ 11.50 per whole share (see Note 7).

the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire

and be worthless.

Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation

of an initial Business Combination, the management determined that the Rights are classified within shareholders’ equity upon their issuance in accordance with ASC 815-40.

The proceeds from the sale are allocated to Public Shares and

Rights based on the relative fair value of the securities in accordance with ASC 470-20-30.

The value of the Public Shares and Rights

will be based on the closing price paid by investors.

Company paid an upfront underwriting discount of $ 805,000 ( 1.75 %) of the per unit offering price to the underwriter at the closing of

the Public Offering, with an additional fee of $ 1,150,000 (the “Deferred Discount”) of 2.5 % of the gross offering proceeds

payable upon the Company’s completion of the Business Combination.

The Deferred Discount will become payable to the underwriter

from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

In the event that the

Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount.

The underwriter

is not entitled to any interest accrued on the Deferred Discount.

5 – PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 Private Units at a price of $10.00 per Private

Unit, ($2,250,000 in the aggregate), from the Company in a private placement.

The proceeds from the sale of the Private Units were added

to the net proceeds from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the Units sold in

the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 6.

If the Company

does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used

to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and underlying securities

will be worthless.

NOTE 5 –

Simultaneously

with the closing of the Initial Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 Private Units

at a price of $ 10.00 per Private Unit, ($ 2,250,000 in the aggregate), from the Company in a private placement.

The proceeds from the

sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

The Private Units

are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as

described in Note 8.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale

of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the

Private Units and underlying securities will be worthless.

6 – RELATED PARTY TRANSACTIONS

Founder Shares

In May 2018, the Company issued one ordinary

share to the Sponsor for no consideration.

On August 21, 2019, the Company cancelled the one share for no consideration and the

Sponsor purchased 1,150,000 ordinary shares for an aggregate price of $25,000.

The 1,150,000 founder shares (for purposes hereof

referred to as the “Founder Shares”) include an aggregate of up to 150,000 shares subject to forfeiture by the Sponsor

to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the Sponsor will collectively

own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the initial shareholders do not purchase

any Public Units in the Proposed Offering and excluding the Private Shares underlying the Private Units).

The founders and our officers and directors have

agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50%

of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on

which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock

dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business

Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business

Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger,

stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their

ordinary shares for cash, securities or other property.

Advance from Related Party

As of December 31, 2020 and 2019, the Sponsor

had advanced the Company an aggregate of $26,750.

The advances are non-interest bearing and due on demand.

Promissory Note Payable

On June 10, 2019, as amended on January 16,

2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal

amount of $450,000 (the “Promissory Note”).

The Promissory Note is non-interest bearing and payable on the earlier of

(i) December 31, 2021 or (ii) the consummation of the Initial Public Offering (see Note 6).

The outstanding balance under the Promissory

Note was repaid at the closing of the Initial Public Offering on February 11, 2021.

As of December 31, 2020 and 2019, the

principal amount due and owing under the Promissory Note was $228,483 and $450,000 respectively.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Administrative Services Arrangement

An affiliate of the Sponsor agreed, commencing

on February 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available

to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company

may require from time to time.

The Company has agreed to pay the affiliate of the Sponsor $10,000 per month for these services.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital

Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest,

or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional

Private Units at a price of $10.00 per Unit.

In the event that a Business Combination does not close, the Company may use a portion of

proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to

repay the Working Capital Loans.

Related Party Extension Loans

As discussed in Note 1, the Company may

extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months

to complete a Business Combination).

In order to extend the time available for the Company to consummate a Business Combination, the

Sponsor or its affiliates or designees must deposit into the Trust Account $153,333 (approximately $0.033 per Public Share), up to an

aggregate of $1,380,000, or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each one month extension.

May 2018, the Company issued one ordinary share to the Sponsor for no consideration.

On August 21, 2019, the Company cancelled the

one share for no consideration and the Sponsor purchased 1,150,000 ordinary

shares for an aggregate price of $ 25,000 .

The 1,150,000 founder

shares was for purposes hereof referred to as the “Founder Shares”.

founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted

transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) six months after the date of the consummation of a

Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per

share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading

day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the

date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates

a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

from A Related Party

of December 31, 2021 and 2020, the Sponsor had advanced the Company an aggregate of $ 373,421 and $ 26,750 , respectively.

are non-interest bearing and due on demand.

June 10, 2019, as amended on January 16, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the

Company may borrow up to an aggregate principal amount of $ 450,000 (the “Promissory Note”).

The Promissory Note is non-interest

bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering (see Note 3).

outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on February 11, 2021.

As of December

31, 2021 and 2020, the principal amount due and owing under the Promissory Note was $ 0 and $ 228,483 respectively.

Administrative

Services Agreement

affiliate of the Sponsor agreed, commencing on February 8, 2021 through the earlier of the Company’s consummation of a Business

Combination and its liquidation, to make available to the Company certain general and administrative services, including office space,

utilities and administrative services, as the Company may require from time to time.

The Company has agreed to pay the affiliate of the

Sponsor $ 10,000 per month for these services.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Units at a price of $ 10.00 per Unit.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Party Extensions Loan

discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional

month (for a total of 21 months to complete a Business Combination).

In order to extend the time available for the Company to consummate

a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 153,333 (approximately $ 0.033

per Public Share), up to an aggregate of $ 1,380,000 , or $ 0.30 per public share, on or prior to the date of the applicable deadline, for

each one month extension.

Any such payments would be made in the form of a loan.

The terms of the promissory note to be issued in connection with any such loans

have not yet been negotiated.

If the Company completes a Business Combination, the Company would repay such loaned amounts out of the

proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the Company will not

repay such loans.

Furthermore, the letter agreement with the shareholders contains a provision pursuant to which the Sponsor has agreed

to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

The Sponsor and

its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

NOTE 6 –

SHAREHOLDER’S (DEFICIT)

Ordinary Shares —

Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share.

Holders of the ordinary shares are entitled

to one vote for each ordinary share.

At December 31, 2020 and 2019, there was 1,150,000 ordinary shares issued and outstanding, of which

150,000 are subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full, so

that the initial shareholders will own 20% of the issued and outstanding shares after the Proposed Offering (assuming the initial shareholders

do not purchase any Public Units in the Proposed Offering and excluding the Private Shares underlying the Private Units).

of the underwriters’

election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

Upon the closing of Initial Public Offering on February 11, 2021 there were 2,020,178 ordinary shares issued and outstanding, excluding

4,029,822 ordinary shares subject to possible redemption.

Rights —

of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such

right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon exchange of

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon

consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by

investors in the Proposed Offering.

If the Company enters into a definitive agreement for a Business Combination in which the Company

will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration

the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder

of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying

additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates

of the Company).

If the Company is unable to complete a Business

Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not

receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside

of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for

failure to deliver securities to the holders of the rights upon consummation of a Business Combination.

Additionally, in no event will

the Company be required to net cash settle the rights.

Accordingly, the rights may expire worthless.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Warrants —

Public Warrants

may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date

of the registration statement relating to the Proposed Offering.

No Public Warrants will be exercisable for cash unless the Company has

an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current

prospectus relating to such ordinary shares.

The Company has agreed that as soon as practicable, but in no event later than 15 business

days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following

a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public

Warrants is not effective within 60 days, the holders may, until such time as there is an effective registration statement and during

any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless

basis pursuant to an available exemption from registration under the Securities Act.

If an exemption from registration is not available,

holders will not be able to exercise their Public Warrants on a cashless basis.

The Public Warrants will expire five years from the consummation

of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption

(excluding the Private Warrants):

whole and not in part,

a price of $0.01 per warrant,

not less than 30 days’

prior written notice of redemption to each Public Warrant holder,

and only if, the reported last sale price of the ordinary shares equal or exceed $18.00 per share, (as adjusted for share splits, share

capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30

trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and if, and only if,

there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption

and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for

redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless

basis,”

as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the warrants

may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business

Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not

receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

The Private Warrants will be identical to the

Public Warrants underlying the Units being sold in the Proposed Offering, except that the Private Warrants and the ordinary shares issuable

upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business

Combination, subject to certain limited exceptions and the Private Warrants underlying Private Units issued to the underwriter may not

be exercised after five years from the effective date of the Proposed Offering.

Additionally, the Private Warrants will be exercisable

on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will

be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

VENUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 7 –

The terms of the promissory note to be issued in connection

with any such loans have not yet been negotiated.

If the Company completes a Business Combination, the Company would repay such loaned

amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the

Company will not repay such loans.

Furthermore, the letter agreement with the shareholders contains a provision pursuant to which the

Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete

a Business Combination.

February 11, 2022, the Company issued an unsecured promissory note, each in an amount of $ 153,333 to the Sponsor, pursuant to which

such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination

until March 11, 2022 (see Note 9).

The Notes are non-interest bearing and are payable upon the closing of a business combination.

addition, the Notes may be converted, at the lender’s discretion, into additional Private Units at a price of $10.00 per unit.

7 – SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue 50,000,000

ordinary shares, with a par value of $ 0.001 per

Holders of the ordinary shares are entitled to one vote for each ordinary share.

At December 31, 2021, there were 1,450,000

ordinary shares issued and outstanding, excluding 4,600,000

ordinary shares subject to possible redemption (assuming all the units were separated into their component parts on such date).

— Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even

if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued

upon exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional

shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price

paid for by investors in the Initial Public Offering.

If the Company enters into a definitive agreement for a Business Combination in

which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same

per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis

and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right

(without paying additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except to the extent

held by affiliates of the Company).

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally, in no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire

public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject

to adjustment as described in this prospectus.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for

a whole number of shares.

This means that only an even number of warrants may be exercised at any given time by a warrant holder.

public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary

shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

It is the Company’s current

intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants

and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.

Notwithstanding

the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective

within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is

an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,

exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

In such event, each

holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by

dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise

price of the warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value.

The “Fair Market Value”

shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of

For example, if a holder held 300 warrants to purchase 150 shares and the Fair Market Value on the date prior to exercise was

$15.00, that holder would receive 35 shares without the payment of any additional cash consideration.

If an exemption from registration

is not available, holders will not be able to exercise their warrants on a cashless basis.

The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12

months from the effective date of the registration statement relating to the IPO.

The warrants will expire at 5:00 p.m., New York City

time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued

to Ladenburg Thalmann & Co., Inc.,), in whole and not in part, at a price of $0.01 per warrant:

any time while the Public Warrants are exercisable,

not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within

a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such

warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter

until the date of redemption.

the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her

or its warrant prior to the scheduled redemption date.

However, the price of the ordinary shares may fall below the $18.00 trigger price

as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete

the redemption.

redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium

to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise

price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below

the exercise price of the warrants.

the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish

to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering

the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary

shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “Fair Market Value”

(defined below) by (y) the Fair Market Value.

The “Fair Market Value” shall mean the average reported last sale price of

the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent

to the holders of warrants.

Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless

basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption,

the Company’s cash needs at such time and concerns regarding dilutive share issuances.

8 – FAIR VALUE MEASUREMENTS

fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that

the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities

in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize

the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order

to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

Schedule of Company's assets that are measured at fair

value on a recurring basis

Quoted Prices In

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Treasury Securities held in Trust Account*

Warrant liabilities

in cash and investments held in trust account on the Company’s consolidated balance sheet.

private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated

balance sheets.

Company determined the initial fair value for the private warrants at $380,000 on February 11, 2021, the date of the Company’s

Initial Public Offering, using a Black-Scholes model.

The Company allocated the proceeds received from the sale of Private Units, first

to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary

shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date.

The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:

Schedule of binomial model and Black-Scholes model

(Initial measurement)

Risk-free interest rate

Exercise price

of December 31, 2021, the aggregate value of the Private Warrants was $ 0.41 million.

The change in fair value from February 11, 2021

to December 31, 2021 was approximately $ 30,000 .

the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair

value requires more judgment.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower

than the values that would have been used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised

by the Company in determining fair value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of

the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires

significant judgment or estimation.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed

each period based on changes in estimates or assumptions and recorded as appropriate.

9 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of

the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as

of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Registration Rights

The holders of the Founder Shares, Private Units

(and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities)

will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of

the Proposed Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the

Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to

registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register

for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

The Company entered into short-term agreements

for temporary office space expiring through October 31, 2021.

For the years ended December 31, 2020 and 2019, the Company incurred rent

expense of $23,639 and $3,978, respectively.

The remaining amounts due under these agreements for the 12 months ending December 31, 2021

and 2022 are $16,812 and $0.

Underwriting Agreement

The underwriters are entitled to a deferred fee

of 2.5% of the gross proceeds of the Initial Public Offering, or $1,150,000.

The deferred fee will be paid in cash upon the closing of

a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

NOTE 8 –

and Uncertainties

has evaluated the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company,

there has been a significant impact as of the date of these consolidated financial statements.

The consolidated financial statements

do not include any adjustments that might result from the future outcome of this uncertainty.

holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and

all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment

of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the

effective date of this Initial Public Offering.

In addition, the holders have certain “piggy-back” registration rights with

respect to registration statements filed subsequent to our consummation of a business combination.

We will bear the expenses incurred

in connection with the filing of any such registration statements.

Company terminated into short-term agreements for temporary office space.

For the years ended December 31, 2021 and 2020, the Company

incurred rent expense of $ 6,109 and $ 23,639 , respectively.

underwriters are entitled to a deferred fee of 2.5 % of the gross proceeds of the Initial Public Offering, or $ 1,150,000 .

fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms

of the underwriting agreement.

June 10, 2021, the Company, VIYI, Merger Sub, and WiMi, entered into the Merger Agreement.

WiMi holds approximately 73% of the share

capital of VIYI.

to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands

Companies Act (as revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and

into VIYI, with VIYI being the surviving entity and becoming a wholly owned subsidiary of the Company on the terms and subject to the

conditions set forth in the Merger Agreement and simultaneously with the closing the Company will change our name to “MicroAlgo

Board of Directors of both the Company and VIYI and the stockholders of VIYI have approved the Merger Agreement and the transactions

contemplated by it.

to the Merger Agreement, the merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free

reorganization.

The terms of the merger provide for a valuation of VIYI and its subsidiaries and businesses of $ 400,000,000 .

Based upon a per share value of $ 10.10

per share, the VIYI stockholders will receive approximately 39,600,000

ordinary shares of the Company which will represent approximately 85% of the combined outstanding shares following the closing,

assuming no redemptions by our stockholders and assuming conversion of our outstanding rights into 485,000 ordinary shares.

Currently, there are 6,050,000

ordinary shares of the Company issued and outstanding (including 4,600,000

ordinary shares subject to possible redemption) (assuming all the units were separated into their component parts on such date).

the effective time of the Merger Agreement, all outstanding options and other convertible securities of VIYI will be cancelled or converted

into ordinary shares of VIYI and exchanged for the Company’s ordinary shares as part of the consideration described above.

contemplated by and as a condition of the Merger Agreement, the Company entered into a backstop agreement with Ever Abundant

Investments Limited, dated as of June 10, 2021.

On January 24, 2022, the Company agreed with Ever Abundant Investments Limited to

terminate the backstop agreement.

addition, on January 24, 2022, the Company entered into an amendment to the Merger Agreement with VIYI and WiMi.

The purposes of the

amendment were to:

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

provide for the termination of the original backstop agreement and the execution of the new backstop agreement with the majority shareholder

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

to the amendment to the Merger Agreement, on January 24, 2022, the Company entered into a backstop agreement with WiMi.

Under the new

agreement, WiMi agreed to purchase (i) ordinary shares in open market transactions in connection with any tendered or proposed redemptions,

and (ii) from the Company ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933,

Any purchases, either from our shareholders seeking to redeem ordinary shares, or from the Company are limited to up to $15

million in gross amount.

WiMi has agreed that any ordinary shares acquired by it will not be subject to redemption under the Company’s

corporate organizational documents and also waived any claims against our Trust Account.

of the transactions contemplated by the Merger Agreement are subject to customary conditions of the respective parties, including the

approval of the Merger Agreement by the Company’s shareholders, and minimum net tangible assets immediately after the closing.

Other than as specifically discussed, this report does not assume the closing of the business combination with VIYI.

10 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were available to be issued.

Other than as described

below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 11, 2021, the Company consummated

the IPO of 4,000,000 units (the “Units”).

In addition, the underwriters exercised in full the over-allotment option for an

additional 600,000 Units on such date, resulting in the issuance and sale of an aggregate of 4,600,000 Units.

The Units were sold at

an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Each Unit consists of one ordinary share, par

value $0.001 per share (“Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Share

at a price of $11.50 per Share, and one right to receive one-tenth (1/10) of one Share upon the consummation of the Company’s initial

business combination.

Concurrently, on February 11, 2021, the outstanding

balance under the Promissory Note was repaid in full to the Sponsor.

On February 18, 2021, a total of $46,460,000

of the net proceeds from the IPO and the Private Placement Unit Purchase Agreement transaction completed with the Sponsor, Yolanda Management

Corporation, were deposited in a trust account established for the benefit of the Company’s public shareholders, established with

Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley.

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated

all events or transactions that occurred after December 31, 2021, up through the date the Company issued the consolidated financial statements.

January 24, 2022, Venus, VIYI and WiMi entered into an amendment to the Merger Agreement.

The purposes of the amendment were to:

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

for the termination of the existing backstop agreement and the new backstop agreement with

the majority shareholder of VIYI as described below in this Form 8-K;

iii) acknowledge

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

On February 11, 2022, the Company

elected to extend the date by which it is required to complete a business combination to March 11, 2022 and deposited $ 153,333 into its

Trust Account.

On March 11, 2022, the Company elected to further extend the date by which it is required to complete a business combination

to April 11, 2022 and deposited $ 153,333 into its Trust Account.

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf

by the undersigned, thereunto duly authorized.

VENUS ACQUISITION CORPORATION

Chief Executive Officer

(Principal Executive Officer)

March 29, 2021

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated:

Title and Capacity

/s/ Yanming Liu

Chief Executive Officer and Chairman

March 29, 2021

(Principal Executive Officer)

/s/ River Chi

Chief Financial Officer

March 29, 2021

(Principal Accounting Officer)

March 29, 2021

/s/ Guojian Chen

March 29, 2021

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORPORATION

Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

Executive Officer and Chairman

Executive Officer)

Financial Officer

Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures