What changed in this filing

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Item 1. Business

2023-03-29 compared with 2022-03-25 · 359 added, 486 removed, 0 unchanged (100% of the section changed)

Acquisition Corporation (“Company”) was formed on May 14, 2018 formed under the laws of the Cayman Islands, as a blank check

company for the purpose of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination, with one or more target businesses or entities.

Our efforts to identify a prospective target business

will not be limited to a particular industry or geographic region, although we intend to focus on businesses that have a connection to

the Asian market.

We believe that we will add value to these businesses primarily by providing them with access to the U.S.

capital markets.

February 11, 2021, we consummated our initial public offering (“IPO”) of 4,600,000 units (the “Units”), inclusive

of the over-allotment option of 600,000 Units.

Each unit consisted of one ordinary share, par value $0.001, one redeemable warrant, and

one right to receive one-tenth (1/10) of an ordinary share upon consummation of a business combination.

The Company’s Registration

Statement on Form S-1 was declared effective by the SEC on February 8, 2021.

Ladenburg Thalmann & Co., Inc., acted as lead bookrunner

The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $46,000,000.

August 2019, our sponsor, Yolanda Management Corporation (“Sponsor”), purchased an aggregate of 1,150,000 founder shares

for an aggregate purchase price of $25,000, or approximately $0.02 per share.

Simultaneously with the closing of the IPO, the Company

consummated a private placement (“Private Placement”) with its sponsor, for the purchase of 225,000 units (the “Private

Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000, pursuant to the subscription agreement

with the Company.

In addition, the Company sold to Ladenburg Thalmann & Co., Inc., for $75, a total of 75,000 Shares.

of February 11, 2021, a total of $46,460,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account

established for the benefit of the Company’s public shareholders.

a result of the IPO, the Private Placement and sale of shares to our underwriter, assuming the units were separated into their

component parts, we had:

(i) 4,825,000 units, (ii) 6,050,000 ordinary shares, (iii) 4,825,000 rights to acquire an aggregate of

482,500 ordinary shares:

and (iv) 4,825,000 warrants to acquire 2,412,500 ordinary shares issued and outstanding as of February 11,

We have not issued any securities since such date.

to the IPO, there had been no public market for our units, ordinary shares, rights or warrants.

Our units are listed for trading on the

NASDAQ Capital Market, or NASDAQ, under the symbol “VENAU”.

The ordinary shares, rights and warrants comprising the units

began separate trading on April 13, 2021 and are traded on NASDAQ under the symbols “VENA,” “VENAR” and “VENAW,”

respectively.

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.

Since our IPO and until our execution

of the merger agreement with VIYI Algorithm Inc., Venus Merger Sub Corp., and WiMi Hologram Cloud, Inc.

in June 2021, our sole business

activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with

potential target entities.

Thereafter, our business activities have also included the preparation of a registration statement and proxy

statement in connection with seeking stockholder approval of the proposed business combination with VIYI Algorithm, Inc.

and WiMi Hologram

(the “Business Combination”).

We presently have no revenue and have had losses since inception from incurring

formation and operating costs since completion of our IPO.

Other than as specifically discussed, this report does not assume the closing

of the Business Combination.

Combination with VIYI and WiMi

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

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

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

WiMi (NASDAQ:

WIMI) holds approximately 73% of the share capital

We may use the term “New Venus” in this report to refer to our Company after giving effect to the consummation of

the Business Combination.

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 us on the terms and subject to the conditions

set forth in the Merger Agreement and simultaneously with the closing we will change our name to “MicroAlgo Inc.”

Board of Directors of both us and VIYI and the stockholders of VIYI have approved the Merger Agreement and the transactions contemplated

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.

upon a per share value of $10.10 per share, the VIYI stockholders will receive approximately 39,600,000 ordinary shares of us 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 us 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 our ordinary shares as part of the consideration described above.

contemplated by and as a condition of the Merger Agreement, we entered into a backstop agreement with Ever Abundant Investments

Limited, dated as of June 10, 2021.

On January 24, 2022, we agreed with Ever Abundant Investments Limited to terminate the backstop

addition, on January 24, 2022, we entered into an amendment to the Merger Agreement with VIYI and WiMi.

The purposes of the amendment

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, we 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 us ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933, as amended.

Any purchases, either from our shareholders seeking to redeem ordinary shares, or from us 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 our 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 our 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.

February 11, 2022, we elected to extend the date by which we are required to complete a business combination to March 11, 2022 and

deposited $153,333 into our trust account.

On February 11, 2022, we 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.

The note is non-interest bearing and payable upon the closing of a business combination.

In addition, the note may be converted, at the lender's discretion, into additional Private Units at a price of $10.00 per unit.

On March 11, 2022, we elected to further extend the date by which we are required to

complete a business combination to April 11, 2022 and deposited $153,333 into our trust account.

We plan to further deposit

extension fee monthly to effect the automatic monthly extension as necessary in order to complete the business combination

Business Combination Experience

will seek to capitalize on the strength of our management team.

Our team consists of experienced professionals and senior operating executives.

Collectively, our officers and directors have decades of experience in mergers and acquisitions, and operating companies, in Asia.

believe we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection

to the Asian market, in identifying attractive acquisition opportunities.

However, there is no assurance that we will complete a business

Previously, Yanming Liu served as chairman and chief executive officer, and River Chi served as chief financial officer,

Yu Chen and Shan Cui served as independent directors of Greenland Acquisition Corporation, or Greenland, a “blank check”

company that acquired Zhongchai Holding (Hong Kong) Limited, or Zhongchai, in October 2019.

efforts in identifying prospective target businesses will not be limited to a particular geographic region, although we intend to focus

on businesses that have a connection to the Asian market.

We believe that we will add value to these businesses primarily by providing

them with access to the U.S.

capital markets.

management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing

of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.

We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.

While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines

should we see justification to do so.

Middle-Market Growth

We will primarily seek to acquire one or more growth businesses with a total enterprise

value of between $150,000,000 and $250,000,000.

We believe that there are a substantial number of potential target businesses within

this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth.

We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations)

or a company with negative cash flow.

in Business Segments that are Strategically Significant to the Asian Markets.

We will seek to acquire

those businesses that are currently strategically significant in the Asian markets.

Such sectors include:

Internet and high technology,

financial technology (including technology applied in financial services or used to help companies manage the financial aspects of

their business), clean energy, health care, consumer and retail, energy and resources, food processing, manufacturing and education.

with Revenue and Earnings Growth Potential.

We will seek to acquire one or more businesses that have

the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased

production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

with Potential for Strong Free Cash Flow Generation.

We will seek to acquire one or more businesses

that have the potential to generate strong, stable and increasing free cash flow.

We intend to focus on one or more businesses that

have predictable revenue streams and definable low working capital and capital expenditure requirements.

We may also seek to prudently

leverage this cash flow in order to enhance shareholder value.

from Being a Public Company.

We intend to only acquire a business or businesses that will benefit from being publicly traded

and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a

publicly traded company.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular business combination may be based,

to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our sponsor and management

team may deem relevant.

In the event that we decide to enter into an business combination with a target business that does not meet the

above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications

related to our business combination, which, would be in the form of proxy solicitation or tender offer materials, as applicable, that

we would file with the United States Securities and Exchange Commission, or the SEC.

In evaluating a prospective target business, we

expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent ownership, management and employees,

document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information

which will be made available to us.

performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii)

of success with respect to any business combination we may consummate.

Stockholders should not rely on the historical record of our management’s

performance as indicative of our future performance.

Acquisition Process

management team has developed a broad network of contacts and corporate relationships.

We believe that the network of contacts and relationships

of our management team and our sponsor will provide us with an important source of business combination opportunities.

In addition, we

anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking

firms, private equity firms, consultants, accounting firms and business enterprises.

We are not prohibited from pursuing an business

combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through

a joint venture or other form of shared ownership with our sponsor, officers or directors.

we complete our business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market

value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another

independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting

firm that the price we are paying for a target is fair to our company from a financial point of view.

If no opinion is obtained, our

shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the

standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome

from one another.

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable,

related to our business combination.

of our management team may directly or indirectly own our ordinary shares and/or Private Units following our IPO, and, accordingly,

may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors was included by a target business as a condition

to any agreement with respect to our business combination.

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.

A Business Combination

our amended and restated memorandum and articles of association, we have 12 months from the closing of our IPO (which occurred

February 11, 2021) to consummate our business combination;

provided, however, if we anticipate that we may not be able to consummate

our business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of

time to consummate a business combination up to nine times, each by an additional one month (for a total of up to 21 months to

complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below.

February 11, 2022, we elected to extend the date by which we are required to complete a business combination to March 11, 2022 and

deposited $153,333 into our trust account.

On March 11, 2022, we elected to further extend the date by which we are required to

complete a business combination to April 11, 2022 and deposited $153,333 into our trust account.

to the terms of our memorandum and articles of association and the trust agreement entered into between us, Wilmington Trust Company

and Vstock Transfer LLC, in order for the time available for us to consummate our business combination to be extended, our sponsor or

its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $133,333,

or $153,333 if the underwriters’ over-allotment option is exercised in full (approximately $0.033 per public share in either

case), up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’ over-allotment option is exercised in full), or

$0.30 per public share (for an aggregate of 9 months), on or prior to the date of the applicable deadline, for each extension.

the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension,

we intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

In addition, we intend

to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

of our securities will not have to right to approve or disapprove any such monthly extension.

Further, holders of our securities will

not have the right to seek or obtain redemption in connection with any extension of the time frame to complete a business combination.

Any such payments from our

sponsor to extend the time frame would be made in the form of a loan from our sponsor to the company.

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.

If we complete our business

combination, we would expect to repay such loaned amounts out of the proceeds of the trust account released to us or from funds which

may be raised in any subsequent capital financing transaction which may be undertaken in connection with the completion of a business

will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders

may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata

share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity

to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their

pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations

described herein.

The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders

to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

In the case of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and

other information about the initial business combination as is required under the SEC’s proxy rules.

In either case, we will consummate

our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder

approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

NASDAQ rules require that our business combination must be with one or more target businesses that together have an aggregate fair market

value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest

earned) at the time of our signing a definitive agreement in connection with our business combination.

If our Board of Directors is not

able to independently determine the fair market value of the target business or businesses, we will 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.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with

our business combination.

If we are delisted from NASDAQ prior to completion of the business combination, the NASDAQ 80% requirement

would no longer be applicable.

anticipate structuring our business combination so that the post-transaction company in which our public shareholders own shares will

own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business.

The determination

of whether or not to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction

certain objectives of the target management team or target’s shareholders, the costs of any such proposed acquisition or for other

reasons, many of which we cannot determine at this time and will be contingent upon negotiations with prospective targets.

complete a business combination for equity interests if the post-transaction 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, or the Investment Company Act.

In considering an asset

transaction, we would acquire such assets only if we could constitute from such assets a stand-alone operating business.

post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business

combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target

and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of

new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest

in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our

business combination could own less than a majority of our outstanding shares subsequent to our business combination.

If less than 100%

of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion

of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of Nasdaq net assets test.

our business combination involves more than one target business or assets from different businesses, the 80% of net assets test will

be based on the aggregate value of all of the target businesses.

as a Public Company and Financial Considerations

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

this situation, the owners of the target business would exchange their shares of stock in the target business for our shares of common

stock or for a combination of our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the

We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than

the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, roadshow

and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent

the offering from occurring.

We believe the target business would then have greater access to capital and an additional means of providing

management incentives consistent with stockholders’ interests than it would have as a privately-held company.

It can offer further

benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view

the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a

more established entity or with a private company.

These inherent limitations include limitations on our available financial resources,

which may be inferior to those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek

stockholder approval of a business combination, which may delay the consummation of a transaction;

and the existence of our outstanding

rights, which may represent a source of future dilution.

funds in the trust account of $46,460,000 available to use for a business combination, we offer a target business a variety of options

such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital

for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are

able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we

have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business

to fit its needs and desires.

In connection with any potential acquisition, we may be required to obtain acquisition financing.

since we have no specific business combination under consideration, we have not taken any steps to secure third party financing and there

can be no assurance that it will be available to us.

We may seek to raise additional funds through a private offering of debt or equity

securities in connection with the completion of our business combination, and we may effectuate our business combination using the proceeds

of such offering rather than using the amounts held in the trust account.

chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities

Act of 1933, as amended.

However, if we seek to consummate an initial business combination with a target business that imposes any type

of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation

of such initial business combination, we may need to have more than $5,000,001 in net tangible assets upon consummation and this may

force us to seek third party financing which may not be available on terms acceptable to us or at all.

As a result, we may not be able

to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period,

Public stockholders may therefore have to wait up to 21 months from the closing of our IPO (February 11, 2021) in order to

be able to receive a pro rata share of the trust account.

Information Related to Our Securities, Redemption Rights and Liquidation

are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,

the Cayman Islands’ Companies Law and common law of the Cayman Islands.

Pursuant to our amended and restated memorandum and articles

of association are authorized to issue 50,000,000 ordinary shares, $0.001 par value each.

The information provided below is a summary

only and we refer you to our prospectus dated as of March 8, 2021, our amended and restated memorandum and articles of association and

our warrant agreement and rights agreement with Vstock Transfer LLC as warrant and rights agent for additional important and material

Upon completion of our IPO

and as of March 25, 2022, we had and have 6,050,000 ordinary shares issued and outstanding (assuming all the units were separated into their component parts on such

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and

vote together as a single class, except as required by law.

Unless specified in the Companies Act, our amended and restated memorandum

and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted

is required to approve any such matter voted on by our shareholders.

Approval of certain actions will require a special resolution under

Cayman Islands law and pursuant to our amended and restated memorandum and articles of association;

such actions include amending our

amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

are elected for a term of two years.

There is no cumulative voting with respect to the election of directors, with the result that the

holders of more than 50% of the founder shares voted for the election of directors can elect all of the directors.

Our shareholders are

entitled to receive ratable dividends when, as and if declared by the Board of Directors out of funds legally available therefor.

will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our

business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of

two business days prior to the consummation of our business combination, including interest (which interest shall be net of taxes payable)

divided by the number of then issued and outstanding public shares, subject to the limitations described herein.

The amount in the trust

account is initially anticipated to be approximately $10.10 per public share (subject to increase of up to an additional $0.30 per public

share in the event that our sponsor elects to extend the period of time to consummate a business combination.

The per-share amount we

will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay

to the underwriters.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed

to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with

the completion of our business combination.

a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will,

pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules

of the SEC, and file tender offer documents with the SEC prior to completing our business combination.

Our amended and restated memorandum

and articles of association will require these tender offer documents to contain substantially the same financial and other information

about the business combination and the redemption rights as is required under the SEC’s proxy rules.

If, however, a shareholder

approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will,

like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If we seek shareholder approval, we will complete our business combination only if a majority of

the issued and outstanding ordinary shares voted are voted in favor of the business combination.

However, the participation of our sponsor,

officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our business combination

even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination.

of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our

business combination once a quorum is obtained.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days)

prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business combination.

we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination

pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the ordinary shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting

our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

we do not complete a business combination within 12 months (or up to 21 months, as discussed below) from the closing of our IPO (completed

on February 11, 2021), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the

requirements of other applicable law.

connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 rights to acquire

an aggregate of 482,500 ordinary shares.

If we enter into a definitive agreement for a business combination in which we will be the surviving

entity, each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of our business combination, even

if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the business combination or an amendment

to our memorandum and articles of association with respect to our pre-business combination activities.

No additional consideration will

be required to be paid by a holder of rights in order to receive his, her or its additional ordinary 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 our IPO.

issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).

Holders of rights are

not entitled to any redemption of voting rights.

If we are unable to complete an business combination within the required time period

and we liquidate 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 our assets held outside of the trust account with respect to such rights, and the rights

will expire worthless.

connection with our IPO and consummation of the private placement with our sponsor we issued an aggregate of 4,825,000 warrants to acquire

an aggregate of 2,412,500 ordinary shares.

The warrants purchased in our IPO have been issued in registered form under a warrant agreement

between Vstock Transfer LLC, as warrant agent, and us.

Each warrant entitles the registered holder to purchase one ordinary share at

a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the date

of our IPO prospectus or the completion of our business combination.

Because the warrants may only be exercised for whole numbers of

shares, only an even number of warrants may be exercised at any given time.

Pursuant to the warrant agreement, a warrantholder 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 warrantholder.

The warrants will expire five years after the completion of our business combination, at 5:00 p.m., New York City time,

or earlier upon redemption or liquidation.

will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such

warrant exercise unless a registration statement under the Securities Act with respect to the ordinary shares underlying the warrants

is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect

to registration.

We have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our business

combination, we will use our best efforts to file, and within 60 business days following our business combination to have declared effective,

a registration statement covering the ordinary shares issuable upon exercise of the warrants.

the warrants become exercisable, we may call the warrants for redemption (excluding the private placement warrants):

whole and not in part;

a price of $0.01 per warrant;

not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each 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 date we send to the notice of redemption to the warrant holders.

and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the

warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration

or qualification.

of warrants are not entitled to voting rights or any right to redemption in the event that we consummate a business combination.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities

Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to 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

of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

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

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt

securities during the prior three-year period.

References herein to “emerging growth company” shall have the meaning

associated with it in the JOBS Act.

are a Cayman Islands exempted company incorporated on May 14, 2018.

Our executive offices are located at 477 Madison Avenue, 6 th Floor,

New York, NY 10022, and our telephone number is (917) 326-4568.

Unless the context indicates otherwise, references in this Annual Report to the “Company,” “MicroAlgo,” “we,” “us,” “our” and similar terms refer to MicroAlgo Inc.

and its consolidated subsidiaries.

References to “Venus” refer to the predecessor company prior to the consummation of the Business Combination.

Background and Business Combination

MicroAlgo Inc.

(“MicroAlgo” or the “Company”) (f/k/a Venus Acquisition Corporation (“Venus”)), a Cayman Islands exempted company, entered into the Business Combination and Merger Agreement dated June 10, 2021 (as amended on January 24, 2022, August 2, 2022, August 3, 2022 and August 10, 2022, the “Merger Agreement”), by and among WiMi Hologram Cloud Inc.

(“WiMi” or the “Majority Shareholder”), Venus, Venus Merger Sub Corporation (“Venus Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination (as defined herein), and VIYI Algorithm Inc.

(“VIYI”), a Cayman Islands exempted company.

Pursuant to the terms of the Merger Agreement, the Company effected a business combination with VIYI through the merger of Merger Sub with and into VIYI, with VIYI surviving as the surviving company and as our wholly-owned subsidiary.

In connection with the closing of the Business Combination, the Company changed its name to MicroAlgo Inc.

Our mission is to transform the digital economy by making the way our customers do business more efficiently.

We are dedicated to the development and application of bespoke central processing algorithms.

We provide comprehensive solutions to customers by integrating central processing algorithms with software or hardware, or both, thereby helping them increase the number of customers, improve end-user satisfaction, achieve direct cost savings, reduce power consumption, and achieve technical goals.

The range of our services include algorithm optimization, accelerating computing power without the need for hardware upgrades, lightweight data processing, and data intelligence services.

Our ability to efficiently deliver software and hardware optimization to customers through bespoke central processing algorithms serves as a driving force for our long-term development.

Central processing algorithms refer to a range of computing algorithms, including analytical algorithms, recommendation algorithms, and acceleration algorithms.

The businesses engaged in internet advertisement, game development, intelligent chip design, finance, retail, and logistics depend on the ability to efficiently process and analyze data with optimized computing software and hardware capable of handling the data workload.

Bespoke central processing algorithms suitable to each customer’s distinct needs help them achieve this purpose.

In the mid-to-long term, we will continue to adhere to our strategic mindset.

By improving upon each iteration of our one-stop intelligent data management solutions made possible by our proprietary central processing algorithm services, we can help customers to enhance their service efficiency and make model innovations in business, and actively enhance the industry value of the central processing algorithm services in the general field of data intelligent processing industry.

Our Organization

Our corporate structure as of December 31, 2022 is set forth below:

Competitive Strengths

We stand out as compared with our competitors in the following ways:

Leading bespoke central processing algorithm service provider in China enjoying first-mover advantages and rapid revenue growth

We are China’s leading central processing service provider and one of the earliest service providers to enter this field.

In recent years, our business has grown rapidly and the growth rate of revenue has been increasing.

Customized central processing algorithm solutions in a diverse range of scenarios, serving customers in a diverse and growing range of industry verticals

Our diverse range of customers from multiple industries is evidence that our central processing algorithm technology is highly versatile, which allows us to ensure a constant stream of revenue from various sources.

We primarily provide central processing algorithm solutions to enterprise customers in three industry verticals:

internet advertisement, gaming, and intelligent chips, which translate to a range of customers including advertisement integration agencies, game developers and distributors, electronics manufacturers, internet information infrastructure service providers, and intelligent chip designers and integrators.

Having the capability to service customers from a range of industries works to our advantage because we can derive business from multiple industry sources to ensure a stream of revenue even when one industry faces downturns.

Generally, the central processing algorithm services of our achieves computing power acceleration, digital lightweight processing, and intelligent data management and processing.

These improvements help our customers grow and enhance their businesses’ operational quality and overall efficiency.

Currently, our central processing algorithm solutions have the following applications to our existing core customers:

For customers in the internet advertisement industry, our proprietary central processing algorithms allow them to effectively optimize advertisement content, match internet traffic, and deliver targeted advertisements to increase conversion rate;

For customers in the gaming industry, we provide a platform for distributing games augmented by cloud-based software and hardware optimization and acceleration, dynamic games marketing based on gamer preference, and lightweight data processing solutions to increase our customers’ revenue;

For customers in the intelligent chip industry, we provide value-added data processing solutions and optimized hardware for more efficient data services, promoting our customers’ efficiency in developing new technologies.

For more information on how we provide services to our customers, please see “Business—Our Business Model.”

In addition, due to the versatility of our central processing algorithm solutions and our proven commitment to research and development, we are well-positioned to continue growing our customer base to reach customers from a broader range of industries that are reforming the way they do business as a result of the rapidly developing information technology, prevalence of smartphones and 5G connectivity, AI, big data, IoT and cloud computing.

The industry verticals such as government, finance, healthcare, manufacturing, education, and cultural media demand better data processing and management capabilities from an internet advertisement perspective.

We believe that our highly versatile central processing algorithm solutions will be ideally suited to meet those demands.

For more information on our expansion plans, please also see “Business—Our Strategies—We plan to expand our central processing algorithm solutions to cover more applications and different industries.”

Long-term and stable strategic cooperation relationships

We enjoy stable and long-term strategic alliances with many of our customers in the internet advertisement, gaming, and intelligent chip design and development.

Our customers are internet advertising integration agencies, online game developers and distributors, electronics manufacturers, and internet information infrastructure service providers who have entered into a master agreement with us and used our services according to such agreement during the relevant contact period.

Our customers typically enter into a master agreement with us for a fixed term, which means we are constantly communicating with our customers to help them explore needs or applications which may be optimized.

Once that need is identified, our customers send in a separate request for service engagements or products, or both.

Our involvement in our customers’ process of identifying needs means they count on us as trusted advisors to introduce them to industry trends and our latest technological developments.

This close collaboration creates a synergistic effect between us and our customers, which results in high customer loyalty.

Market leader in cutting edge technology protected by intellectual property rights

We are the market leader in terms of the quantity of intellectual property.

As of December 31, 2022, we own 548 proprietary intellectual property rights, which include 400 copyrights of which 396 are software copyrights, 83 patents, 27 registered trademarks, 20 exclusive rights for the layout design of integrated circuit, and 18 domain names.

The large quantity of intellectual property at our disposal as compared to our competitors exemplifies our commitment to research and development and long-term development.

We leverage our fixation on staying in the forefront of technological development to help customers explore solutions and needs that are yet to be identified.

We then provide proprietary central processing algorithm solutions to meet those needs.

To maintain our market leader position, we are seizing opportunities arising from the increasing global application of emerging technologies such as cloud computing, AI, and 5G, by focusing on applications stemming from these technologies that are ripe for optimization via central processing algorithms.

In the year ended December 31, 2022, we expended $13,928,428 in research and development;

we intend to commit more investments in the future to improve upon our research and development platform, retain talented individuals in the field of central processing algorithm technology, and strengthen the research and development for core technologies and products.

Our efforts for research and development have, and will continue to secure our market leader position through technical barriers, which has allowed us to stay afront and be the first choice of our customers.

Visionary and experienced management team in the central processing algorithm industry and exceptional research and development team

We believe that our success is attributable in part to our experienced and visionary senior management team with extensive experience in China’s information technology industry.

Our management team, led by Min Shu, our CEO and executive director, has delivered proven financial results since the company’s inception.

Shu has accumulated over 22 years of experience in the information technology industry since he began his career as a software development engineer.

Since entering the industry, he has also developed leadership and management skills in various management roles prior to joining us in 2018 as the deputy general manager of technology.

Shu is supported by our senior management team with over 50 years of collective industry experience, including our Chairman of the Board, Jie Zhao, Chief Financial Officer, Li He, Chief Operating Officer, Shiwen Liu, and Chief Technical Officer, Chengwei Yi.

Our goal to stay at the forefront of technological development and fixation on research and development has driven us to build an exceptional research and development team staffed by 77 full-time research and development team members.

Our research and development team is well versed in early-stage technological development to implement central processing algorithm solutions in a range of use cases.

Our core technical staff have an average of 5 to 8 years of working experience in computer, software, computer graphic processing, data algorithm and neural networks.

Our talented technical staff are responsible for the design and development of central processing algorithm solutions in, for example, algorithm design and development, digital graphic lightweight processing, image synthesis and data intelligence.

Excellent corporate culture and values attracting talents

Our management principals are best described as efficient and quick, open and innovative, and customer-dedicated:

Efficient and Quick —We pursues an efficient management model and follows the “craftsman’s spirit” to provide the most suitable solutions for our customers.

In the face of the ever-changing internet industry, we are capable of responding quickly to industry changes.

Open and Innovative —We maintains an open mind receptive to new business ideas.

We value inclusion, embraces change, and pursues innovation and reform.

Our team members enjoy their working environment and feel a sense of belonging.

Customer-Dedicated —We are customer-dedicated.

This means we aligns the interests of our customers with our own;

thus, we are driven to meet the changing needs of our customers with quality services and products.

Driven by our management principles, we have kept both of our team members and customers happy and satisfied, which has attributed to our success to date.

Our Strategies

To achieve our mission and further grow our market position, we plan to implement the following strategies:

We will continue to strengthen our central processing algorithm solutions for our core customers in internet advertisement, gaming, and intelligent chip businesses to ensure a steady revenue stream.

Our core customers in internet advertisement, gaming, and intelligent chip businesses represent industries experiencing significant growth in recent years and are expected to continue growing.

We will continue to strengthen and market our central processing algorithm solutions applicable to our core industry customers to deliver measurable results and ensure a constant stream of revenue.

In terms of the digital marketing industry, we understand our customers are increasingly focusing on measurable advertising results, with performance-based advertising solutions experiencing rapid growth.

Our scalable central processing algorithm solutions are well suited to meet this increasing demand and customers’ need for measurable results, i.

e., measurable conversion rate.

For details of our range of services for internet advertisement customers, please see “Business—Our Business Model—Application of our central processing algorithm service in internet advertisement.”

In terms of the gaming industry, our game distribution platform coupled with the capability to provide central processing algorithm solutions to upstream developers and gamers alike is uniquely positioned to capture this growing market opportunity.

For details of our range of services for gaming industry customers, please see “Business—our Business Model—Application of our central processing algorithm service in internet gaming entertainment industry.”

In terms of the intelligent chip industry, technologies that are critical to the intelligent chip industry have become increasingly mature since the beginning of the 21st century.

Intelligent chips have also been entering into consumers’ daily lives at an increasing rate as components to mobile phones, personal computers, and smart TVs.

The development of AI will be a significant driving force behind the monetization market for central processing algorithm solutions intended to optimize intelligent chip performance.

From the perspective of applications of our central processing algorithms in relation to intelligent chips, we understand that AI—from cloud to edge or down to terminals—is inseparable from the ability for intelligent chips to efficiently execute “training” and “inference” computing tasks, which cannot occur unless the baseline software and hardware are optimized correctly.

Moreover, industrial applications of intelligent chips are wide-ranging and include information infrastructure services, electronic products manufacturing, image recognition, voice recognition, machine translation, smart IoT, and other smart applications.

These demands create a distinct market for our central processing algorithms solutions, while giving off better energy efficiency ratios during such data processing exercises.

We will continue to strengthen our research and development capabilities in central processing algorithms to establish more technical barriers to enhance our competitiveness.

Technological innovation

coupled with research and development sets the foundation for us to maintain competitiveness.

We endeavor to increase investments in research

and development to improve upon our research and development platform, retain talented individuals in the field of central processing

algorithm technology, and strengthen the research and development for core technologies and products, intelligent chips algorithms and

AI algorithms.

In so doing, we aim to seize first-mover opportunities created by an increasing global application of emerging technologies

such as cloud computing, artificial intelligence, and 5G, and focus on the development of central processing algorithm services capable

of enhancing the research and development capabilities for these emerging technologies.

Meanwhile, we are continuously working on expanding our range of intellectual property, including software copyright and utility model patents.

Currently, we have utility model patents also under application, including “overheating detection device of central processing unit” and “fault and power failure device of central processing unit.”

Through research and development, we will continue to improve the applications and platform upon which we provide our central processing algorithm service.

By taking advantage of cloud computing, we plan on integrating AI chip technology, big data management, analytics, and other emerging technologies to provide a comprehensive service platform that combines both hardware and software to explore all potential value of data by way of data intelligence analysis.

Our ultimate goal is to integrate central processing algorithm technology, big data, and artificial intelligence via the cloud infrastructure and provide even more versatile software and hardware integration service for smart application for industrial purposes, creating an ecosystem where individuals, enterprises and various applications are interconnected, so as to enable our customers and other industry participants to accelerate the process of digital transformation in alignment with our mission.

We plan to expand our central processing algorithm solutions to cover more applications and increase marketing efforts aimed at different industries.

We plan to expand the range of our central processing algorithms’ application for use in mobile internet, finance, government, manufacturing, and other industries where there is an increasing demand for data management and processing efficiency.

While focusing on our customers in internet advertisement, gaming, and intelligent chips to generate revenue, we intend to branch out in accordance with market trends and continue to expand the application and platform of our central processing algorithm solutions consistently with this development strategy.

In so doing, we intend to expand our integrated services built upon our proprietary central processing algorithms to penetrate industries including:

Government cloud computing;

Manufacturing industry;

Financial technology;

Medical cloud computing;

Smart transportation;

Central processing algorithm cloud service for enterprise (SAAS) marketing.

Below is a brief industry overview for each of these industries and our value-added:

Government cloud central processing algorithm services

The government is committed to breaking down data silos and sharing urban resources to provide better civil services and security to the general population, which means the “market” for the government’s services is by far the largest in any industry.

In the process of a government’s self-transformation, it would be required to undertake massive data management and analysis, massive data connectivity and massive city terminal perception exercises.

In general, the government cloud is a platform that serves as the “engine room,” coordinating the technological hardware and software resources used by the government.

The cloud provides the government with a platform to engage in comprehensive services such as infrastructure, supporting software, application system, information resources, operation guarantee, and information security.

By using cloud technology, the government significantly reduces IT costs, promotes the sharing of information between departments, and improves the speed of launching applications and service quality.

The government is also able to accelerate the establishment of smart cities and satisfy the high threshold of data sharing by efficiently processing and managing data.

The government cloud algorithm solutions we intend to provide enable the government to improve the efficiency and quality of service of the government cloud platform’s operational efficiency and quality of service, and have exhibited strong market potential.

Central processing algorithm services for the manufacturing industry

As information technology is ever-increasing intertwined with traditional manufacturing industries, the industrial internet is constantly required to upgrade ICT infrastructure platform, which is a platform for unified communications, to support the application digitalization, networking, and intelligent upgrading of the manufacturing industry and the entire real economy.

The integration of information technology and manufacturing also gave rise to new business models such as network collaboration, personalized customization, and service-oriented manufacturing.

A variety of machines, devices, and equipment must be embedded with a large number of energy-efficient chips and connected to the network through sensors, embedded controllers, and application systems to form a new complex architecture based on “terminal-cloud” collaboration.

With the integration of AI, these new business models promote the centralization and intelligent development of the manufacturing industry.

As a result of network inter connectivity between machines, raw materials, control systems, information systems, products, and people, efficient business decisions can be made through the combination of comprehensive and in-depth perception of data and big data analysis to achieve intelligent control, operation optimization and production organization reform, effectively unleashing the potential of machines and enhancing productivity.

As a transit station for data localization and transmission, central processing algorithms serve a crucial role in the overall development of the industrial internet.

Financial technology central processing algorithm services

Financial technology is reshaping the way the financial industry work.

The transformation of channel and real-time trading scenarios from a centralized system to a fully distributed system demands higher computing power and better energy efficiency ratios.

In the next few years, operation analysis scenario will complete the switch from all-in-one to an open architecture, requiring high distributed concurrency.

The new smart finance business is the fastest-growing scenario in the future, which requires high concurrency and mobile collaboration.

The traditional business scenario is transforming to the cloud, which requires low energy consumption and costs to improve the price-performance ratio of big data comprehensive analysis.

Big data finance focuses on the acquisition, storage, processing analysis, and visualization of financial big data.

In general, the core technologies of financial big data include the infrastructure layer, the data storage and management layer, the computing processing layer, the data analysis and visualization layer.

The data analysis and visualization layer are mainly responsible for simple data analysis, advanced data analysis, and visualization of the relevant analysis results.

Big data finance is also committed to the research and development of new financial business models of financing, payment, investment, and information intermediary services by adopting internet technology and information and communications technology.

The application scenarios above would benefit from bespoke centralized processing algorithms to improve business efficiency and reduce costs.

Medical cloud central processing algorithm services

Big data and AI technologies will drive the way consumers access health care.

Applications include intelligent healthcare such as disease prediction, personalized precision healthcare, personalized medicine, and medical graph and image analysis.

Distinct features of the medical cloud include data diversity (such as voice, text, and medical images) and massive data volume (such as high-quality data training).

Our central processing algorithms solutions can meet the diversified computing needs for green and low power consumption and intensive computing power.

The medical cloud essentially serves as the holder of electronic health records.

With the development of the medical cloud, functions such as remote consultation, remote medical treatment, and information sharing are becoming a reality.

Moreover, medical cloud will promote public health and achieve cross-system and cross-department business information sharing, allowing medical and health service institutions to share medical resources and carry out remote diagnosis and treatment services to individuals or families to reduce repeated examination expenditures.

It will also make patient transfers between hospitals more efficient, and patients can enjoy higher quality services through remote medical treatment and establish an information-sharing platform.

Intelligent transportation central processing algorithm services

Terminal-edge-cloud is crucial to the future of how people travel.

On the terminal side, it is necessary to have a comprehensive view of the surrounding situation and detailed information and to make changes in a timely manner.

On the edge side, it is essential to timely provide intelligent and accurate information on decision-making for efficient deployment.

On the cloud side, a sustainable and iterative “brain” is needed to empower the edge and terminal sides.

Collection of traffic information through efficient technologies enables transportation industry players to engage in more efficient traffic management, public travel, and the industry vertical pertaining to transportation construction management.

Through the terminal-edge-cloud, and interconnected transportation system can efficiently perceive, analyze, predict and control regional traffic to ensure safety and efficiency.

To achieve such a level of interconnectivity, terminal-edge cloud servers and data centers perform intensive arithmetic processing for large amounts of raw data, which demands excellent computing capacity, speed, data storage, and bandwidth of basic hardware such as chips.

As traditional data centers face various development bottlenecks such as high energy consumption and low computing efficiency, terminal-edge cloud servers will prove to be the answer to the industry’s current problem.

With the continuous popularization of these new technologies, the realization of an intelligent society must first undergo comprehensive digitalization, and the central processing algorithm application field is the core driver of such digitalization.

PaaS 3D central processing algorithm cloud services

Based on the 3DPaaS vertical cloud service platform, we provide internet industry applications with support in areas including scenario intelligence, scenario visualization, and lightweight processing for 3D interactive procedures.

One of our goals is to construct the best intelligent 3D data platform in China to provide more efficient and intelligent information services for people’s work and life.

Through the implementation of hybrid cloud deployment solutions, 3D computing system architecture, and interactive stream transmission, we have solved many industry pain points, such as excessive data usage on 3D Internet online applications and cross-platform deployment.

Our self-developed 3D acceleration algorithm, intelligent interaction, and stream transmission technologies are the first in the PRC and have already achieved commercialization.

We provide enterprises with a one-stop lightweight launching cloud platform for 3D applications, which is featured with scenario-based intelligent interaction.

We will charge fees on a project-by-project basis (B2B) or based on various factors such as space usage and traffic volume, annual fees, and technology licensing to cater to different industries such as VR, AR, games, 3D interactive programs, and scenario-based e-commerce.

We will facilitate the promotion and application of central processing algorithm technology in the future.

Central processing algorithm cloud service for enterprise (SAAS) marketing

Leveraging our technologies on 3D online display, VR tours, data algorithm analysis, and precise traffic algorithm matching, we will provide enterprise owners with a one-stop product display system, real-time VR product tour and interactive communication, VR live professional broadcast promotion, and sales platform, decision-making system for customer acquisition and data optimization, and consumer analysis and accurate user matching algorithm system.

This technology provides a new form of display and interactive communication for products and integrates the functions, features, and highlights of product introduction.

Through intuitive interaction, customers can quickly switch and select different materials and colors of the same product.

SAAS marketing helps customers to craft a compelling story about products with professional sales presentations and flexible operation and interaction methods.

Helping customers to understand the advantages of the products in the shortest time immediately establishes efficient communication between customers and corporate personnel, improves consumer decision-making efficiency, and enhances user acquisition efficiency by increasing the scope of live streaming.

Data optimization algorithms can help customers to accurately match consumers and traffic users, and thereby increasing the conversion rate of product sales;

Efficient transactions can be achieved by attracting and stimulating consumers’ desire with highly innovative presentation and integrated algorithms.

Leveraging the current development of the central processing algorithm technology and our technical reserve capability, the platform is ready for use under the existing environment.

We will receive relevant service fees from content production, annual fees for the SAAS system, algorithm technology service fees, and streaming platform licensing fees.

We are currently liaising with some small and medium-sized brand owners in relation to the provision of our competitive product (SAAS) marketing cloud services.

Our next step is to provide global online product (SAAS) marketing cloud services both domestically and internationally to export companies and factories.

We will selectively seek strategic acquisitions to enhance market position, integrate industrial chain resources, and maximize capital efficiency.

We intend to pursue investment opportunities or acquire businesses that complement or enhance our existing businesses that are strategically beneficial to our long-term goals.

We aim to target companies that have competitive strengths in algorithm development and research, and AI capabilities to enhance our research and development abilities.

In addition, we plan to pursue business collaborations to enhance our operational efficiency by collaborating with resource-based partners that generate significant user traffic.

Our ideal partners are internet traffic wholesalers, game developers, and advertisement integration agencies.

We will continue our focus on brand building to enhance our brand value.

Concurrent to improving our innovative technologies, we are attaching ever greater importance to brand building and strategic positioning, especially in view of becoming a public company.

We carry out brand value communication through multiple channels, including through media and investor relations.

We believe that building a good reputation in the industry is essential to building up brand value.

We strive to maximize brand value by providing customers with high-quality products and services, operates our business with integrity, and builds an excellent corporate image through good value output.

Our Business Model

We provide central processing algorithm solutions primarily to the internet advertisement, gaming, and intelligent chip industry.

Our customers are internet advertising integration agencies, online game developers and distributors, electronics manufacturers, and internet information infrastructure service providers who have entered into contracts with us and used our services pursuant to such contracts during the relevant period.

Customers typically enter into a master agreement with us for a fixed term and submit separate requests for each service engagement or product, or for both.

For more information on how We enter into business arrangements with our customers, please see “Business—Our Strengths—Long-term and stable strategic cooperation relationships.”

Application of our central processing algorithm service in internet advertisement

Generally, for customers in the field of internet advertisement, like internet advertising integration agencies, our central processing algorithm solutions helps them engage in more efficient data processing and management, which culminates in more effective programmed advertising and dynamic content optimization with the goal to improve consumer conversion rate, which means the rate at which individuals who have seen an advertisement turn into a user or purchaser of the service or items contemplated by the advertisement.

Our proprietary central processing algorithm solutions improve upon the processes by which our customers are able to make one of their most crucial business decisions—the effective placement of advertisements.

In sum, our customers provide advertisement materials in the form of 3D models or images, which we process in our back servers into more detailed data such as color key and fusion image;

we then purchas advertisement placement opportunities from ad traffic wholesalers and begins analyzing multimedia sources hosted on such traffic wholesalers with our image recognition software to extract scenario data from such videos to determine data points such as the location, time, space and other useful information.

At the same time, we are also processing internet users’ data to achieve effective and precise placement of advertisements.

The diagram below illustrates the key steps of providing solutions to our digital marketing customers:

We first obtain advertisement placement opportunities from internet traffic wholesalers.

We then use our image recognition software to perform scenario-based classification of such videos to determine their location, time, space, and other relevant information to identify the most appropriate places to insert our customers’ advertisements.

With such data, we establish dynamic information databases in relation to these multimedia sources with technology such as Relational Database Service (RDS) to be further processed at our disposal.

At the same time, our back servers are communicating with these traffic wholesaler’s servers to collect user data, which we then processes with our crowd-based socio-cognitive systems (SCS) for the purpose of effectively placing our customer’s advertisement through a process of dynamic content optimization (DCO), with the aim of improving our customers’ consumer conversion rate.

In sum, we provide effective advertising solutions for digital marketers by optimizing advertising content and precisely matching content with suitable consumers by processing a massive amount of data through efficient automation.

Eligible consumers are selected in accordance with their demographics and personal preferences, which our central processing algorithm service is able to analyze for the purpose of maximizing the internet advertisement effect.

We ensure high-quality engineering architecture for our proprietary central processing algorithms, which means our services are being provided at low latencies while being highly scalable.

We are capable of powerful real-time transcoding with stable, smooth, and low latency, which provides our customers valuable insights into consumer behavior.

Application of our central processing algorithm service in the internet gaming entertainment industry

With respect to customers in the gaming and entertainment industry, we provide game developers with lightweight data processing solutions through customized central processing algorithms.

We also maintain a proprietary game distribution platform hosted “on the cloud,” where we interact with gamers directly, publishes our customers’ games and provides software and hardware performance acceleration and optimization through customized central processing algorithms.

Our game distribution platform also uses accurate traffic targeting algorithms to match gamers with suitable games.

Our upstream solutions aim to help our customers in the gaming industry to improve the gamer experience and increase conversion rate since our solutions tend to reduce the initial cost for buying such games, which tends to increase the willingness for gamers to pay for in-game items or subscriptions.

Our games distribution platform uses an architecture design that is part terminal and part cloud— “terminal+cloud” —this helps our customers to obtain lightweight terminals and low-latency, high-response results.

Through the central processing algorithm service, we optimize algorithms (computing process performed on computers) and computing power (computing capacity of computers) of software algorithms so that end-users game files are small, and the game content is gradually loaded as it is being used, as opposed to loading a large chunk of data at the beginning to maintain smooth operation.

Combining with hardware algorithm optimization, we accelerate the computing power and the loading of games at the gamer’s end to improve user experience.

We also engage in practical data collection exercises with our proprietary algorithms through the game distribution platform;

we then analyze such data for the benefit of our customers to improve conversion rates and achieve cost reduction.

All of this can be acquired and scaled with our bespoke centralized processing algorithms.

Our platform also provides payment services for gamers to access high-quality and diversified game content.

From payment patterns, our centralized processing algorithms engage in machine learning to increase the accuracy and efficiency of our central processing algorithm service, which results in referrals and more customers while increasing our revenue.

Our games distribution platform is essentially a self-sufficient ecosystem providing support to both our upstream customers to downstream gamers.

Notably, our online application acceleration solutions made possible by our central processing algorithms can continuously monitor and optimize the data transmission path of the whole network.

These solutions reduce latency and packet loss and provide high-quality real-time participation for millions of concurrent users, which is a solution for not only our customers engaged in the games industry but also those in social and online education industries.

Our gaming platform powered by our proprietary central processing algorithm improves the marketing conversion rate of games by 20% through personalized recommendation, acceleration, and convenient distribution, it also significantly improves gamer experience, reduces the cost to our customers and improves the retention rate and payment rate of gamers.

From an industry demand perspective, game developers, their corporate customers, and marketing agents have been demanding more effective online game licensing solutions in recent years.

We have mature technology and customer resources in the field of entertainment and game central processing algorithms.

With the development of the market, we will continue to grow on the basis of existing customers and strive for a larger market share.

Application of our central processing algorithm service in intelligent chip optimization solutions business

Our intelligent chip industry customers depend on us to provide them with solutions for data processing and optimizing hardware.

Our centralized processing algorithm solution manifests in the form of reducing our customer’s energy efficiency ratio through more efficient data services under optimization of algorithm software as well as through equipping instruction chip CPU with intelligent chips such as GPU, FPGA, and ASIC that have incredible computing power.

Different CPU and intelligent chip combinations are fitted in accordance with the diverse requirements of data processing and various data type of other industries.

We also provide CPUs coupled with integrated smart application solutions.

By delivering our products directly to customers, we act as the bridge between upstream and downstream businesses in the CPU industry chain.

Currently, the chips applied in the AI field are primarily designed for specific applications and are unable to adapt to the needs of multiple scenarios flexibly.

In order to achieve progress in the field of artificial intelligence, an intelligent chip must adapt to the requirements of various algorithms in different scenarios, provide powerful computing power support, and meet the application of terminal scenarios with high energy consumption ratios.

We apply central processing algorithm to intelligent chip optimization.

Our central processing algorithm service has mature technology in chip performance improvement and software application, providing chip products based on solution services and technology development services for customers.

Usually, we provide customers with online technical services and support, and we also provide customers with on-site technical solution implementation and technical support.

Intelligent chips must be able to change the function dynamically in real-time to meet the changing needs of the software.

Software defines hardware, hardware feedback software.

Through the central processing algorithm to explore the specific architecture of machine learning, architecture feedback to the central processing algorithm to optimize, to achieve two-way optimization.

If a chip is to be deemed practical, it must have robust scalability so that it can be used in more scenarios.

The central processing algorithm can make more efficient use of the chip architecture, guide the design of the chip architecture, and transform the computing power into intelligence.

We use the central processing algorithm, the instruction chip CPU is equipped with GPU, FPGA, ASIC, and other intelligent chips with more outstanding computing power.

In order to improve the overall energy efficiency ratio of data service, according to the different data of different industries and their various data processing methods, we use the CPU to carry different combinations of intelligent chips to realize more efficient data service under the optimization of algorithm software.

By using our powerful central processing algorithm technology, we can provide chip optimization solutions for customers’ personalized needs.

We provide our customers with the application scheme of the combination of CPU and central processing algorithm.

Through more effective use of central processing algorithms, artificial intelligence, cloud computing, and other technologies for chip resources and data scheduling, we can meet the diversified needs of customers.

We use the central processing algorithm service to realize the computing acceleration, data lightweight, and efficiency in the cloud computing application field.

Leveraging our central processing algorithm services, we have achieved accelerated computing in cloud computing applications, data lightweight efficiency enhancement, and traffic monetization.

Our strength in intelligent chip optimization solutions business in satisfying the development requirements of mobile and data business has accelerated the transformation of the computing architecture of cloud service providers from a single to a diversified one.

Under the multiplier effect generated by the combination of 5G and central processing algorithm service technologies, we will facilitate the effective collaboration of and build an ecosystem for the “terminal-edge-cloud” application scenarios of our customers.

Benefiting from the development of IoT, cloud computing technology, and the increasing government investment, China’s artificial intelligence market size is in the process of speedy expansion, the development of the artificial intelligence market will drive the growth of the central processing algorithm intelligent chip optimization solution industry.

In the future, IoT will provide more data collection terminals, which dramatically enhances the data volume.

Big data provides information sources for AI, cloud computing offers a physical carrier for AI, and 5G reduces the delay of data transmission and processing.

5G, IoT, cloud computing all put forward higher data processing, analysis, and other needs and requirements.

The central processing algorithm intelligent chip solutions combined with hardware performance optimization, software algorithm optimization, and other vital technologies will make breakthrough progress in the future under the background of the increasingly mature emerging technologies such as 5G, IoT, cloud computing, and big data.

Our Ecosystem and our Participants

We have effectively established an ecosystem centered around internet advertisement, games, and intelligent chip optimization.

We connect with market participants representing every stage in these core industry verticals.

They include advertisers, internet advertising integration agencies, internet traffic wholesalers, online platforms, online game developers and distributors, cloud service providers, electronics manufacturers, internet information infrastructure service providers, and internet users, as illustrated in the diagram below:

Our revenue from digital marketing is derived based on the effectiveness of our ad placement.

Our one-stop-shop service solutions enable internet advertising integration agencies to complete cost-effective advertising placements, which allows them to acquire, transform and retain advertisers efficiently.

As cost outlays, we purchase advertisement placement opportunities from internet traffic wholesalers.

We also pay corresponding fees to internet traffic wholesalers based on the CPM charging model.

To ensure a continuous stream of revenue, we are constantly updating the inventory of advertisements ready for placement to internet traffic wholesalers with whom our partners.

They include short video platforms, video platforms for drama series and films, as well as news and information platforms.

We are constantly updating internet traffic wholesalers’ advertisement inventories in real-time for maximum effectiveness.

The central processing algorithm services we provide are able to meet these real-time requirements.

Therefore, we believe that our services are critical to helping our customers to achieve high conversion rates.

Our revenue from the gaming industry is mainly derived from sales commissions.

We collaborated with numerous online game developers and game distributors in operating online games, which are made available on our online game platform.

We provide online game developers and game distributors with value-added services through customized central processing algorithm processing services, including lightweight data processing, computing power, and algorithm optimizations as well as game acceleration.

We also use cloud services to ensure that our central processing algorithm services are maintained in a safe and reliable environment.

Our revenue from the intelligent chip industry is derived from service fees and sales revenue.

Electronics manufacturers and internet information infrastructure service providers rely on our intelligent chip optimization solutions;

We provide them with hardware and software integrated intelligent chip optimization solution services that combine chip hardware and smart application software.

Sales and Marketing

For the years ended December 31, 2021, and 2022, we had 248 and 173 customers who engaged us to provide central processing algorithm services and intelligent chips and services business, respectively.

We focus our efforts to deepen our relationships with existing customers, develop relationships with new and potential customers, and on exploring untapped business opportunities.

Our company has mature business development capabilities and oftentimes rely on customer referrals.

As such, we do not require intensive investments in sales modeling.

This results in direct cost savings in terms of project travel, public relations, and business entertainment.

In addition, while optimizing the service of central processing algorithm, we are also adjusting our sales strategy with the change of market environment, taking advantage of good service, seeking potential clients in the industry so as to increase our revenue and market share rapidly.

We have built deep relationships with our major customers from whom we generate a significant amount of our revenue.

Research and Development

As of December 31, 2022, our research and development team consisted of 77 full-time staff.

The professional background of our team members include computer, software, computer graphic processing, data algorithm, and neural networks.

Our research and development team has extensive experience, averaging 5 – 8 years of working experience, and is responsible for the design and development of solutions for our central processing algorithms services such as digital graphic lightweight, algorithm, data intelligence, and image synthesis.

We are committed to continuously strengthening and updating our information technology infrastructure and other technologies according to our annual development plan and based on our assessment of market demand.

The process of our self-development research and development is as follows:

(1) research and development personnel raises new ideas for research and development based on the market situation and customers’ needs to complete the investigation report and decision analysis;

(2) project approval and formulate product research and development plan;

(3) development of product technology;

(4) product testing and review;

(5) launching of new product;

(6) promotion and application of the new product.

Intellectual Property

Intellectual property rights are critical to our success and competitiveness.

We rely on a combination of trademarks, patents, domain names, copyrights, and employee confidentiality agreements to protect our intellectual property rights.

As of December 31, 2022, we owned:

27 registered trademarks in the PRC;

83 patents in the PRC;

Layout design of integrated circuit:

20 items in the PRC;

Domain names:

18 domain names in the PRC;

4 works of copyrights in the PRC;

Software copyrights:

396 works of software copyrights in the PRC;

All of which are material to our business.

There are other companies addressing various aspects/verticals of the central processing algorithm service market in the PRC.

The central processing algorithm service market is highly fragmented and evolving.

With respect to our central processing algorithm services, we compete against other companies engaged in similar services like us.

We believe the principal competitive factors in our market are:

service and products feature and functionality;

capability for customization, configurability, integration, security, scalability, and reliability;

quality of technologies and research and development capabilities;

ability to innovate and rapidly respond to customer needs;

the breadth of use cases supported;

diversified customer base;

relationships with key participants in our customers’ industry verticals;

sufficient capital support;

platform extensibility and ability to integrate with emerging technologies such as AI and cloud computing;

brand awareness and reputation.

We believe we compete favorably on the basis of the above factors;

however, we expect competition to intensify in the future.

Our ability to remain competitive will largely depend on the quality of our applications, the effectiveness of our sales and marketing efforts, the quality of our customer service, and our ability to acquire or develop complementary technologies, products, and businesses to enhance the features and functionality of our applications.

We had 125 full-time employees, respectively, as of December 31, 2022.

As of the date of this report, all of our employees are based in China.

The following table sets forth the number of our employees as of December 31, 2022:

Research and Development

Business and Marketing

Administrative, Human Resources and Finance

Under PRC law, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance, and housing fund.

We are required under PRC law to make contributions monthly to employee benefit plans for our PRC-based full-time employees at specified percentages of the salaries, bonuses, and certain allowances of such employees, up to a maximum amount determined by the local governments in China.

We enter into labor contracts and standard confidentiality and non-compete agreements with our key employees.

We believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes.

None of our employees are represented by labor unions.

Our headquarters are located in Shenzhen, China, and our maintain office in Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer Park, Nanshan District, Shenzhen, 518052.

We believe that our existing facilities are adequate for our current requirements and that additional space can be obtained on commercially reasonable terms to meet our future needs.

We do not maintain insurance policies covering damages to our Information Technology systems.

Neither do we carry business interruption insurance or general third-party liability insurance or have product liability insurance or key-man insurance.

We consider our insurance coverage to be in line with that of other companies in the same industry of similar size in China.

Legal Proceedings

We may be subject to legal proceedings, investigations, and claims incidental to the conduct of our business from time to time.

We are not currently a party to, nor are we aware of, any legal proceedings, investigations, or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, or results of operations.

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 1. Business