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Item 5. Market for Registrant’s Common Equity

2023-03-29 compared with 2022-03-25 · 23 added, 112 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

units are currently traded on The Nasdaq Capital Market under the symbol “VENAU” and started trading on The Nasdaq Capital

Market on February 11, 2021.

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.

At March 21, 2022, there were

354,743 of our units issued and outstanding held by 2 holders of record.

At March 21, 2022, there were

4,825,000 rights issued and outstanding held by 2 holders of record (assuming all the units were separated into their component parts on such date).

At March 21, 2022, there were

4,825,000 warrants issued and outstanding held by 2 holders of record (assuming all the units were separated into their component parts on such date).

At March 21, 2022, there were

6,050,000 ordinary shares issued and outstanding and 3 holders of record (assuming all the units were separated into their component parts on such date).

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities

whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

transfer agent for our units and ordinary shares and warrant agent for our warrants and the rights agent for our rights is Vstock Transfer

We have agreed to indemnify Vstock Transfer LLC in its roles as transfer agent and warrant agent, its agents and each of its shareholders,

directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out

of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct

or bad faith of the indemnified person or entity.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a

business combination will be within the discretion of our Board of Directors at such time.

In addition, our Board of Directors is not

currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future, except if we increase

the size of the offering, in which case we will effect a share capitalization with respect to our ordinary shares immediately prior to

the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor prior to the IPO at 20%

of our issued and outstanding ordinary shares upon the consummation of the IPO (assuming it does not purchase units in the IPO and not

taking into account ownership of the Private Units).

Further, if we incur any indebtedness, our ability to declare dividends

may be limited by restrictive covenants we may agree to in connection therewith.

of Unregistered Securities

August 2019, our sponsor purchased an aggregate of 1,150,000 founder shares, for an aggregate offering price of $25,000 at an average

purchase price of approximately $0.02 per share.

Such securities were issued in connection with our organization pursuant to the exemption

from registration contained in Section 4(a)(2) of the Securities Act.

Our sponsor is an accredited investor for purposes of Rule 501

of Regulation D.

addition, at the time of our IPO complete on February 11, 2021, our sponsor purchased an aggregate of 225,000 Private Units,

at a price of $10.00 per unit for an aggregate purchase price of $2,250,000.

Each unit consists of one private placement ordinary share,

one private placement right granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation

of a business combination, and one private placement warrant.

Each private placement warrant is exercisable to purchase one-half of one

ordinary share at a price of $11.50 per whole share, in a private placement that will close simultaneously with the closing of the IPO.

These purchases will take place on a private placement basis simultaneously with the completion of our public offering.

These issuance

will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts

or commissions were paid with respect to such sales.

Authorized for Issuance Under Equity Compensation Plans

February 11, 2021, we consummated our initial public offering 4,600,000 units, inclusive of the over-allotment option of Units.

Unit consists of one ordinary share, par value $0.001 per share, one Warrant entitling its holder to purchase one-half of one ordinary

share at a price of $11.50 per ordinary share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation

of the Company’s initial business combination.

Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.

addition, the Company sold to Ladenburg Thalmann & Co., Inc., the lead bookrunner for the underwriting group, for $75, a total of

75,000 ordinary shares.

Simultaneously

with the closing of the IPO, the Company consummated the Private Placement with its sponsor, Yolanda Management Corporation, a British

Virgin Islands company for the purchase of 225,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of

$2,250,000, pursuant to the Private Placement Unit Purchase Agreement, a copy of which was filed as an exhibit to the Registration Statement

for the IPO as filed with the Commission.

sponsor had previously loaned the Company the sum of $289,000, evidenced by a note dated as of December 20, 2020 (as previously filed

as Exhibit 10.9 to the Registration Statement) which loan was payable upon the earlier of completion of the IPO or December 31, 2021.

In connection with the completion of the IPO, the Sponsor instructed the Company to offset payment of the note with a corresponding portion

of the subscription price for the Private Unit purchase.

Private Unit purchased by the Sponsor consists of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share upon

the consummation of a business combination and one private placement warrant exercisable to purchase one-half of one ordinary share at

a price of $11.50 per whole share.

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, established with Wilmington Trust, National Association acting as trustee, at an

account at Morgan Stanley.

Company incurred transaction costs for its IPO of $2,462,765, consisting of $805,000 of underwriting fees, $1,150,000 of deferred underwriting

fees and $507,765 of other offering costs.

In addition, at February 11, 2021, cash of $5,355 and cash held in escrow of $1,960,956 were

held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes

net with $1,339,925 transferred to Trust Account on February 18, 2021.

funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, so that we are not deemed

to be an investment company under the Investment Company Act.

Except with respect to interest earned on the funds held in the trust account

that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until

the earlier of the completion of a business combination or our redemption of 100% of the outstanding public shares if we have not completed

a business combination in the required time period.

The proceeds held in the trust account may be used as consideration to pay the sellers

of a target business with which we complete a business combination.

Any amounts not paid as consideration to the sellers of the target

business may be used to finance operations of the target business.

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

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

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

Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or

our or their respective affiliates, with any interested director abstaining from such review and approval.

There is no limit on the amount

of such expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the available proceeds not deposited

in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

Since the role

of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid

to those persons after a business combination.

net proceeds from our IPO available to us out of trust for our working capital requirements in searching for a business combination and

for working capital requirements are currently approximately $32,090.

We intend to use the proceeds for legal, accounting and other expenses

of structuring and negotiating business combinations, due diligence of prospective target businesses, legal and accounting fees related

to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders,

officers and directors in connection with activities on our behalf as described above.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our ordinary share, par value $0.001 per share, is listed on the Nasdaq Stock Exchange LLC (Nasdaq Capital Market) under the symbol “MLGO”.

As of the close of business on March 8, 2023, there were 8 stockholders of record of our ordinary share.

The actual number of holders of our ordinary share is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees.

This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid cash dividends on our ordinary shares.

We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future.

We expect to retain future earnings, if any, to fund the development and growth of our business.

Any future determination to pay dividends on our ordinary shares will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.

Performance Graph

We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

There were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange Act of 1934, during the fourth quarter of our fiscal year ended December 31, 2022.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Equity Securities

On January 13, 2023, the Company entered into a Private Placement Unit Purchase Agreement (the “Purchase Agreement”) with Joyous JD Limited (the “Investor”).

Pursuant to the Purchase Agreement, the Investor will purchase up to 2,666,667 units of the Company’s securities at $1.20 per unit.

Each unit consists of one ordinary share of the Company, par value $0.001 per share, (“Ordinary Share”) and one warrant entitling the holder to purchase one whole Ordinary Share at an exercise price of $1.35 per whole share.

The gross proceeds to the Company from this private offering is approximately $3.2 million.

The closing is subject to the satisfaction of customary closing conditions.

Issuer Purchases of Equity Securities

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 5. Market for Registrant’s Common Equity