What changed in this filing

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Item 9A. Controls and Procedures

2023-03-29 compared with 2022-03-25 · 1640 added, 1505 removed, 44 unchanged (99% of the section changed)

Controls and Procedures Evaluation of Disclosure Controls and Procedures

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

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

SEC’s rules and forms.

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

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

decisions regarding required disclosure.

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

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

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

Based upon that evaluation, our Certifying Officers

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

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

Disclosure controls and

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

disclosure controls and procedures are met.

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

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

Because of the inherent limitations in all disclosure

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

our control deficiencies and instances of fraud, if any.

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

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

goals under all potential future conditions.

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

Since their issuance on February 11, 2021,

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

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

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

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

After discussion and evaluation, taking into consideration

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

with subsequent fair value remeasurement.

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

possible redemption in temporary equity.

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

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

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

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

Although the Company did not specify a

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

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

The Company considered that the threshold would not change the

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

As a result, the Company

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

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

with ASC 480.

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

paid-in capital and accumulated deficit.

As a result, management

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

shares subject to possible redemption.

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

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

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

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

Our plans at this time include

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

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

The elements of our remediation

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

Report on Internal Controls Over Financial Reporting

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

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

internal control over financial reporting.

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

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

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

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

assets of our company,

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

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

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

could have a material effect on the financial statements.

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

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

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

Management assessed

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

In making these assessments, management used

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

Framework (2013).

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

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

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

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

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

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

in Internal Control over Financial Reporting

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

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

Controls and Procedures.

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report.

Based on this evaluation, its principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of

its principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s internal control over

financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on this evaluation under these criteria, management concluded that its internal control

over financial reporting was effective as of December 31, 2022.

This Annual Report on Form

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status

as nonaccelerated filer.

Changes in Internal Control Over Financial Reporting

On December 9, 2022, we consummated the Business Combination.

See Note 1—“Nature of business and organization” and Note 3—“Reverse Capitalization” to the consolidated financial statements.

We are currently integrating policies, processes, people, technology and operations for the combined company.

Management will continue to evaluate our internal control over financial reporting as we execute integration activities.

Other than as noted above,

there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)

and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2022 that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by management override of controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

current directors and executive officers are as follows:

and Chief Executive Officer

Financial Officer

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

Liu served as the Chairman and Chief Executive Officer

of Greenland until its acquisition of Zhongchai in October 2019.

Liu currently serves as a director of Greenland’s successor

entity, Greenland Technologies Holding Corp.

has served as President of CoAdna (Suzhou), a fiber optics solutions company in China,

since March 2013.

From November 2010 to February 2013, Mr.

Liu served as President of two optical access business units of HiSense Broadband

and Multimedia Technologies, an optical communications company.

From March to October 2010, Mr.

Liu served as a senior advisor to EJ

McKay & Co., Inc.

with respect to various technology matters.

From August 2005 to February 2010, Mr.

Liu served as President and

Chief Executive Officer of Salira Systems Inc., a producer of optical access products in China and the U.S.

Previously, Mr.

as an executive of Optovia Corporation and Walsin Management Company.

In addition, from 1993 to 2001, Mr.

Liu worked in various roles

for Corning Incorporated, most recently as Director of Communications Electronics and Integration, where his roles included invention

of Corning’s award-winning patented LEAF fiber product and marketing such product in China and other markets.

a bachelor degree from Tianjin University in China, a MBA degree from the MIT Sloan School of Management and a Ph.D.

and a MA degree

from Princeton University.

We believe Mr.

Liu is well qualified to serve on our board of directors because of his extensive knowledge

and experience operating companies in the U.S.

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

Chi has served as the Chief Executive Officer of Alum Developing

(Shanghai), Inc., a distributor of alloys in China, since November 2017 and previously served as the company’s Chief Operating

Officer starting in 2013.

From 2007 until 2012, Mr.

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

he worked with Mr.

From 2005 to 2007, Mr.

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

electronic manufacturing services company.

From 2003 to 2005, Mr.

Chi served as manufacturing engineer for Darfon Electronics (SuZhou)

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

Chi received a bachelor degree from Northeastern

University and a MBA from Shanghai Jiao Tong University.

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

Chen has served as founder and Chief Executive Officer

of Nanjing Covision Optoelectronics Co., Ltd., a developer of display and lighting applications in China, since October 2013.

Chen worked at HiSense Broadband and Multimedia Technologies, where he worked with Mr.

Liu, most recently serving as a Deputy

Director of Technology.

Chen served as a senior engineer for Luminus Devices, a designer of light extractions for LED products.

Prior to that, Mr.

Chen worked as an engineer for various technology companies in China and North American and as a researcher at the

University of Waterloo, since 1986.

Chen received a master degree from the University of Waterloo in Canada and a Ph.D.

from McMaster

University in Canada.

We believe Mr.

Chen is well qualified to serve on our board of directors because of his extensive operating and

management experience.

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

She has been an independent director and chair of the

The following table sets forth certain information regarding our executive officers and members of the Company’s board of directors (the “Board of Directors”) as of the date of this Annual Report:

Chairman of the Board of Directors

December 2022

Director, Chief Executive Officer

December 2022

Independent Director

December 2022

Independent Director

December 2022

Independent Director

December 2022

Chief Financial Officer

December 2022

Chief Operating Officer

December 2022

Chief Technical Officer

December 2022

Jie Zhao has been serving as our chairman of the board of directors since December 2022.

Zhao joined the WiMi group of companies in August 2015 as the chairman of Yitian Internet.

He was appointed as the director and chairman of the board in November 2020 and re-designated as a non-executive director.

He also served as the chairman of the company’s nomination committee.

Prior to joining the WiMi group of companies, Mr.

Zhao served as a software developer for AsiaInfo Beijing Co., Ltd., a company specializing in computer systems in China from 2002 to 2004.

From December 2004 to December 2012, he served as director of Shenzhen WeiXun YiTong Technology Co., Ltd., a mobile internet company in China.

From February 2008 to May 2015, he served as a director of Xiamen Xiangtong Animation Co., Ltd., a mobile animation company in China.

Zhao graduated from Wuhan University of Technology with a bachelor’s degree in robotics design and manufacturing in 1999 and obtained his master’s degree in software engineering from Tsinghua University in 2006.

been serving as our executive director, chief executive officer since December 2022.

Shu joined the WiMi group of companies in June

2018 as the deputy general manager of technology.

Prior to joining the WiMi group of companies, he served as a software development engineer

at Shenzhen Integvol Information Technology Co., Ltd.

from 2001 to 2006, where he was responsible for software development and system

architecture, and the development and design of a mobile application platform.

From 2006 to 2012, he served as a senior software technical

engineer at Shanghai Motegor Technology Co., Ltd., where he was responsible for the management of software development and system architecture.

From June 2012 to April 2018, he served as the chief technical officer at Shanghai BlueSky Information Technology Co.,Ltd.

responsible for the management of technology development and system architecture.

Shu graduated from Huazhong University of Science

and Technology with a bachelor’s degree in electrical engineering and automation in July 1999 and obtained his master’s degree

in communication engineering from Huazhong University of Science and Technology in 2001.

been serving as our Independent Director since December 2022.

Prior to the closing of our business combination, she served as an Independent

Director of Venus since the closing of Venus’ IPO on February 11, 2021.

Cui has been an independent director and chair of the

audit committee and compensation committee of Fuqin Fintech Limited, an online lending information intermediary platform, since August

She has been the Executive Director of First Capital International Limited since 2010 and provided consulting services for

private equity companies and venture capital companies.

She was the CFO of Lizhan Environmental Corporation, a then Nasdaq-listed company

engaged in the business of green leather material manufacturing, from 2011 to 2013.

From 2009 to 2010, she was the Manager of Planning

and Analysis for Greene, Tweed & Company, a manufacturer of high-performance engineering parts and products serving aerospace, oilfield,

and semi-conductor industries.

She has been the Executive Director of First Capital International Limited since 2010 and provided consulting services for private

equity companies and venture capital companies.

She was the CFO of Lizhan Environmental Corporation, a then Nasdaq-listed company engaged

in the business of green leather material manufacturing, from 2011 to 2013.

From 2009 to 2010, she was the Manager of Planning and Analysis

for Greene, Tweed & Company, a manufacturer of high-performance engineering parts and products serving aerospace, oilfield, and semi-conductor

Prior to that, Ms.

Cui was the Senior Finance Manager at Ikon Office Solutions from 2005 to 2008, the

CFO for Invista from 2003 to 2004, the Senior Financial Consultant for the Peachtree Companies from 2001 to 2003, the Manager of Strategic

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

Cui acquired her MBA degree in Business Administration from Georgia State University and her Bachelor’s degree in

International Business English from Ocean University of China.

The Company believes that Ms.

Cui is well-qualified to serve as director

of the Company due to her extensive experience and strong expertise in finance, investment and capital markets.

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

Chen serves as the Secretary of Board of Beijing ChinaReel

Art Exchange Inc.

a leading copyright operator focusing on high-quality video content, since May 2020, where he is in charge of investor

relations and corporate finance matters for the company.

Mr Chen served as a director of Beijing Zhongqixinhe Enterprise Management Consulting

Co., Ltd., a financial advisory firm with focus on financial, real estate and TMT industry from May 2019 to May 2020.

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

from July 2018 to May 2019.

Chen received his Bachelor

of Management degree from Renmin University of China in 2015, and Master of Finance degree from the University of Chinese Academy of

Sciences in June 2018.

board has determined that each of Yu Chen, Guojian Chen and Shan Cui is an “independent director” under NASDAQ listing standards

and applicable SEC rules.

Director Independence

NASDAQ listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Our independent directors expect to have regularly scheduled meetings at

which only independent directors are present.

affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties.

Our board of directors

will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

have adopted a written code of business conduct and ethics, which applies to our principal executive officer, principal financial or

accounting officer or person serving similar functions and all of our other employees and members of our board of directors.

of ethics codifies the business and ethical principles that govern all aspects of our business.

We did not waive any provisions of the

code of business ethics during the year ended December 31, 2021 (we did not adopt a code of ethics until our IPO was completed).

of the Board of Directors

the effective date of the registration statement for our IPO, we established two standing committees:

an audit committee and a

compensation committee.

Each committee operates under a charter that has been approved by our board and will have the composition

and responsibilities described below.

Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange

Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require

that the compensation committee of a listed company be comprised solely of independent directors.

audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”

as defined under NASDAQ’s listing standards.

The members of our Audit Committee are Ms.

Shan Cui, Mr.

Guojian Chen and Mr.

Shan Cui serves as chairman of the audit committee.

Each member of the audit committee is financially literate and

our Board of Directors has determined that Ms.

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

in applicable SEC rules.

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

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

registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be

provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

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

independence;

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

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

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five

years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the

SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

the effectiveness of the registration statement for our IPO, we established a compensation committee of the Board of Directors.

The members of our Compensation Committee are Messrs.

Yu Chen and Guojian Chen and Ms.

Guojian Chen serves as chairman

of the compensation committee.

We have adopted a compensation committee charter, which detail the principal functions of the compensation

committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,

evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving

the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by the NASDAQ and the SEC.

do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when

required to do so by law or NASDAQ rules.

In accordance with Rule 5605 of the NASDAQ rules, a majority of the independent directors

may recommend a director nominee for selection by the Board of Directors.

The Board of Directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees

Yu Chen and Guojian Chen and Ms.

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

to our business combination, the Board of Directors will also consider director candidates recommended for nomination by holders

of our founder shares during such times as they are seeking proposed nominees to stand for election at an annual meeting of shareholders

(or, if applicable, a special meeting of shareholders).

Prior to our business combination, holders of our public shares will not

have the right to recommend director candidates for nomination to our board.

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

In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation;

Cui was the Senior Finance Manager at Ikon Office Solutions from 2005 to 2008, the CFO for Invista from

2003 to 2004, the Senior Financial Consultant for the Peachtree Companies from 2001 to 2003, the Manager of Strategic Planning and Analysis

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

her MBA degree in Business Administration from Georgia State University and her Bachelor’s degree in International Business English

from Ocean University of China.

has been serving as our Independent Director since December 2022.

Zhao had over 15 years of management experience in the energy industry,

where she gained substantial skills and knowledge in energy sector.

From June 2019, she served as the independent director and chair of

the risk committee at Sterlite Power Transmission Limited.

From January 2010 to December 2018, she was the president of BP Singapore Pte.

where she was responsible for downstream and marketing in the eastern hemisphere in October 1996.

From January 2010 to December 2016,

she served as a director at Guangdong Dapeng LNG Company Ltd.

where she served on the investment committee.

From January 1993 to June

2010, she worked at the AES Corporation, a company listed on the New York Stock Exchange (stock code:

AES) in Singapore and her last position

was the general manager where she was responsible for the growth strategy in Asia and Middle East region.

She was appointed as a director

of AES Transpower Private Ltd.

From July 1987 to December 1991, she was an Assistant Manager at China Construction Bank, where she was

responsible for client development.

Zhao graduated with a bachelor’s degree majoring in Civil Engineering and a bachelor’s

degree majoring in physics from Zhejiang University in the PRC in 1987, and a master’s degree in construction management from University

of Maryland in the United States in 1993.

Wengang Kang has been serving as our Independent Director since December 2022.

Kang has over four years of experience in the legal industry, where he gained substantial skills and knowledge in legal industry.

From July 2017 to June 2018, Mr.

Kang was an associate at Shanghai Ximu Law Firm.

From June 2018 to January 2020, Mr.

Kang was an associate at Beijing Zhongyin (Shanghai) Law Firm, where he advised on corporate legal matters.

Since 2020, he has been a partner of Shanghai Yingdong Law Firm.

Kang graduated with a degree in law at the Gansu Institute of Political Science and Law in the PRC in July 2013.

Li He has been serving as our chief financial officer since December 2022.

He joined the WiMi group in October 2020 as the financial controller of Yitian Internet and was appointed as chief financial officer in October 2020.

Prior to joining, he served as a relationship manager at Royal Bank of Scotland (China) Limited Shenzhen Branch between 2007 and 2010.

From June 2010 to July 2015, he served as an investment director at JPMorgan Asset Management, where he was responsible for investments in China.

From August 2015 to February 2019, He was appointed as the vice president of the investment division at Yingxin Investment Group Co., Ltd., where he was in charge of managing the company’s investment.

He graduated with a degree in international economics and trade at Shenzhen University in the PRC in July 2007.

Shiwen Liu has been serving as our chief operating officer since December 2022.

Liu joined VIYI in August, and he was appointed as deputy general manager in October 2020.

Prior to joining VIYI, he founded Shengshi Yunfan Digital Image Technology Co., Ltd and served as the general manager from June 2010 to August 2019.

From 2006 to 2009, he served as project director of Shenzhen Sun Vision Creative Technology Co., Ltd.

From 2003 to 2005, he served as project manager of Shenzhen Yingchuang Landscape Design Consulting Co., Ltd.

Liu graduated from Hunan City University with a bachelor’s degree in business administration.

Chengwei Yi has been serving as our chief technical officer since December 2022.

Yi joined the WiMi group of companies in March 2011 as the director and general manager of Yitian Internet.

Prior to joining the WiMi group of companies, he served as a software development engineer at Shenzhen Aotian Information Technology Co., Ltd.

from 2001 to 2004, where he was responsible for managing short message service network connections and mobile network connections, and the development and design of a network payment platform.

From March 2004 to September 2010, he served as a products and services manager at Shenzhen Aspire DigitalCo., Ltd., where he was responsible for the management of company systems and business development.

From September 2010 to April 2013, he served as the chief technical officer at Shenzhen WeiXun Mobile Information Technology Co.,Ltd.

Where he was responsible for product planning, development and management.

Yi graduated from Shenyang Institute of Technology with a degree in electronics and measurement technology in July 1998.

He is also an EMBA candidate from China Europe International Business School.

Committees of Our Board of Directors

Our board of directors has

established an audit committee.

The composition and its responsibilities are described below.

Members serve on the committee until their

resignation or until otherwise determined by our board of directors.

Our board of directors may have or establish other committees as

it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee consists of 3 Independent Directors, chaired by Shan Cui.

We have determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended.

We have determined that Ms.

Cui qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of its financial statements.

The audit committee is responsible for, among other things:

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

reviewing and recommending to our Board of Directors for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures;

reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to its Board of Directors for inclusion in its annual reports;

discussing the annual audited financial statements with management and the independent registered public accounting firm;

reviewing policies with respect to risk assessment and risk management;

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

periodically reviewing and reassessing the adequacy of the committee charter;

approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

establishing and overseeing procedures for the handling of complaints and whistleblowing;

meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm;

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance;

reporting periodically to our Board of Directors;

such other matters that are specifically delegated to our audit committee by our Board of Directors from time to time.

Family Relationships

No family relationships existed among any of our directors or executive officers.

Code of Ethics

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

to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

should not improperly fetter the exercise of future discretion;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected

of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge

skill and experience which that director has.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in

self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach

of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively

by shareholder approval at general meetings.

of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition

opportunities to such entity.

Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers

or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary

or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition

opportunity to such entity, and only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum

and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our

interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such

person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue.

We do not believe, however, that any fiduciary duties

or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

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

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of

interest in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement

shares and public shares in connection with the consummation of our business combination.

Additionally, our sponsor, officers

and directors have agreed to waive their redemption rights with respect to their founder shares and private placement shares if

we fail to consummate our business combination within 12 months from the closing of this offering (or up to 21 months from the

closing of this offering if we extend the period of time to consummate a business combination).

If we do not complete our business

combination within such applicable time period, the proceeds of the sale of the Private Units held in the trust account

will be used to fund the redemption of our public shares, and the Private Units and underlying securities will be worthless.

With certain limited exceptions, 50% of the founder shares will not be transferable, assignable or salable by our sponsor until

the earlier of (i) six months after the date of the consummation of our business combination or (ii) the date on which the closing

price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our business combination and

the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation

of our business combination, or earlier, in either case, if, subsequent to our business combination, we consummate a subsequent

liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to

exchange their ordinary shares for cash, securities or other property.

With certain limited exceptions, the Private Units and underlying securities will not be transferable, assignable or salable by our sponsor until 30 days after the completion

of our business combination.

Since our sponsor and officers and directors may directly or indirectly own ordinary shares, rights

and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to effectuate our business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our business combination.

conflicts described above may not be resolved in our favor.

Accordingly, as a result of multiple business affiliations, our officers

and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria

to multiple entities.

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties

or contractual obligations:

Individual (1)

Entity’s Business

Greenland Technologies Holding Corp.

Transmission products

CoAdna (Suzhou)

Fiber optic solutions

Alum Developing

(Shanghai), Inc.

Distributor of alloys

First Capital International

Beijing ChinaReel

Art Exchange Inc.

Secretary of Board

Covision Optoelectronics Co., Ltd.

of the entities listed in this table has priority and preference relative to our company with respect to the performance by each

individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the

above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her

fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us

if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law.

We do not believe, however,

that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our business

combination, because the specific focuses of a majority of these entities differ from our focus and the type or size of the transaction

that such companies would most likely consider are of a size and nature substantially different than what we are targeting.

are not prohibited from pursuing an business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our business combination with such a company, we, or a committee of independent directors, would

obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions

for the type of company we are seeking to acquire or an independent accounting firm, that such an business combination is fair

to our company from a financial point of view.

the event that we submit our business combination to our public shareholders for a vote, our sponsor, officers and directors have

agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares

held by them (and their permitted transferees will agree) and any public shares purchased during or after the offering in favor

of our business combination.

of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board

of Directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the

compensation committee of another entity, one of whose executive officers served on our Board of Directors.

have adopted a Code of Ethics applicable to our directors, officers and employees.

We have previously filed a copy of our form

of Code of Ethics (and our audit committee charter and compensation committee charter) as exhibits to the registration statement

You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments

to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to

public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to

the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own

actual fraud or willful default.

We may purchase a policy of directors’ and officers’ liability insurance that insures

our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures

us against our obligations to indemnify our officers and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling

us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against

public policy as expressed in the Securities Act and is therefore unenforceable.

We have adopted a written code of business conduct and ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer.

A copy of our “Code of Business Conduct and Ethics” is included as exhibit 14.

If we make any substantive amendments to our code of business conduct and ethics or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our code of business conduct and ethics, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities

Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who beneficially own more

than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership

and reports of changes in ownership of our common stock and other equity securities.

These executive officers, directors, and greater

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

on our review of such forms furnished to us and written representations from certain reporting persons, we believe that,

during our 2021 fiscal year, our directors, executive officers, and ten percent stockholders complied with all Section 16(a)

filing requirements except that the Form 3s for all our directors and officers were filed late due to administrative delays.

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary share and other equity securities.

Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of Forms 3, 4 and 5, and any amendments thereto, furnished to us or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2022, all filing requirements applicable to our executive officers and directors under the Exchange Act were met in a timely manner.

Executive Compensation.

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

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

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

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

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

per month for office space, administrative and support services.

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

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

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

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

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

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

proxy solicitation materials furnished to our stockholders.

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

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

executive and director compensation.

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

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

The following summary compensation table sets forth the compensation earned by our named executive officers for the years ended December 31, 2021 and 2022.

Name and Principal Position

Chairman of the Board of Directors

Chief Executive Officer

Chief Technical Officer

Chief Financial Officer

Shiwen Liu (3)

Chief Operating Officer

Wengang Kang (4)

Independent Director

Haixia Zhao (5)

Independent Director

The amounts reported in 2021 are calculated at the rate of USD 1.00 to RMB 6.3757, and the amounts reported in 2022 are calculated at the rate of USD 1.00 to RMB 6.9646.

Li He joined VIYI as Chief Financial Officer in October 2020.

Shiwen Liu joined VIYI as Chief Operating Officer in November 2020.

Wengang Kang joined VIYI’s board of directors in September 2020.

Haixia Zhao joined VIYI’s board of directors in November 2020.

Compensation of Independent Directors

We entered into director offer letters with each of our independent directors, according to which we had pay our independent directors Shan Cui, Haixia Zhao, Wengang Kang with a cash compensation of $ 4,206.99 in 2022.

And we will also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided with such capacity.

Employment Agreements

We entered into employment agreements with our executive directors and officers.

Jie Zhao, Min Shu, Chenwei Yi, Li He, and Shiwen Liu had been provided with a cash compensation of $ 83,278.29 in 2022.

And during the executive’s term, the Company will reimburse for all reasonably out-of-pocket travel expenses incurred by the executive in attending any in-person meetings, provided that the executive complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

Option Grants

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2021 and 2022.

Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised during fiscal years ended December 31, 2021 and 2022 by the executive officers.

Outstanding Equity Awards at Fiscal Year-End Table

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2021 and 2022.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer in fiscal 2021 and 2022 under any long-term incentive plan.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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

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

of our officers and directors;

of our officers and directors as a group.

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

of common stock beneficially owned by them.

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

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

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

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

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

The table below sets forth information, as of December 31, 2022, with respect to the beneficial ownership of our ordinary shares by:

(a) each named executive officer, each of our directors, and our directors and executive officers as a group;

and (b) each person or entity known by us to own beneficially more than 5% of our ordinary shares (by number and by voting power).

Ordinary Shares

Name and Address of Beneficial Owner (1)

Ownership (2)

Yolanda Management Corporation (3)

Yanming Liu (4)

All directors and officers as a group (5 individuals)

Karpus Investment Management (5)

Mizuho Financial Group, Inc.

WEISS ASSET MANAGEMENT LP (7)

Feis Equities LLC (8)

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

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

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

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

The rights and warrants included in the units

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

ordinary shares held by our sponsor.

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

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

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

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

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

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

Tokyo 100–8176, Japan.

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

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

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

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

Illinois 60606.

sponsor, our officers and Mr.

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

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

our promoters.

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

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

interest in approximately 50,000 founder shares.

Executive Officers and Directors

Chengwei Yi (3)

All Executive Officers and Directors as a group

5% Or Greater Holders

WiMi Hologram Cloud Inc.

MIDI Capital Markets, LLC

Guosheng Holdings Limited

Milestone Investments Limited

The business address of our directors and executive officers is Unit 507, Building C, Taoyuan Street Long Jing High and New Technology Jingu Pioneer Park Nanshan District, Shenzhen, 518052 People’s Republic of China.

The reported securities are held by WiMi, a company in which Jie Zhao controls 68.5% of the voting power through holding 100% of all WiMi’s issued and outstanding Class A ordinary shares and 27.1% of all WiMi’s issued and outstanding Class B ordinary shares.

The reported securities are held by Milestone Investment Limited, a company in which Chengwei Yi controls 50% of the voting power through holding 50% of Milestone’s ordinary shares.

Certain Relationships and Related Transactions, and Director Independence.

In August 2019, our sponsor

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

Our sponsor owned approximately

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

of the Private Units).

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

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

February 11, 2021.

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

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

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

share, subject to adjustment as provided herein.

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

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

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

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

Upon completion of

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

Accordingly, in the event the consummation of our

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

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

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

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

combinations.

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

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

There is no cap or ceiling

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

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

As of December 31, 2020, the

amount owed to our sponsor was $228,483.

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

2021 or the closing of our IPO.

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

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

to the initial public offering.

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

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

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

If we complete a business combination,

we would repay such loaned amounts.

In the event that the business combination does not close, we may use a portion of the working capital

held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

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

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

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

of the lender.

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

The terms of such loans by our officers and

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

We do not expect to seek loans

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

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

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

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

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

indebtedness or guarantee of indebtedness) involving the company.

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

statement for our IPO as filed with the SEC.

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

to the extent that we enter into such transactions.

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

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

A majority of the members of

the entire audit committee will constitute a quorum.

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

committee will be required to approve a related party transaction.

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

an exhibit to the registration statement for our IPO.

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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

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

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

The aggregate fees billed by

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

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

ended December 31, 2020 totaled $25,000.

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

at audit committee meetings.

Transactions with Related Parties

Due to Parent are those nontrade payables arising from transactions between the Company and the Parent, such as advances made by the Parent on behalf of the Company, and allocated shared expenses paid by the Parent.

Those balances are unsecured and non-interest bearing and are payable on demand.

Amount due from Parent

Amount due to Parent

Amount due to related party-Joyous Dragon

During years ended December 31, 2021 and 2022 the Company borrowed approximately $3.2 million and $12.5 million from Parent and repaid $4.5 million and $29.9 million and loaned additional $5.7 million to Parent.

Joyous Dragon is a non controlling shareholder of MicroAlgo.

This amount represents advance to Venus Acquisition Corp prior to the merger.

The amount was non interest bearing and due on demand.

Director Independence

Our board of directors has undertaken a review of the independence of each director.

Shan Cui, Haixia Zhao, and Wengang Kang are all non-employee directors, all of whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members of our Audit Committee are independent pursuant to Nasdaq rules.

Principal Accountant Fees and Services.

The following table represents the aggregate fees from our current principal accounting firm, ONESTOP ASSURANCE PAC and former principal accounting firm, Marcum LLP and Friedman LLP for the years ended December 31, 2021 and 2022, respectively.

Audit Related Fees

Audit-related

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

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

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

We did not pay Friedman LLP for consultations

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

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

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

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

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

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

of directors.

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

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

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

the completion of the audit).

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

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

Report of Independent Registered Public Accounting Firm – Friedman LLP

Consolidated Balance Sheets

Consolidated Statement of Operations

Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Statement Schedules:

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

and Articles of Association.**

and Restated Memorandum and Articles of Association.**

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

All other fees

Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees — This category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice.

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

All of the services rendered to us by our independent registered public accountants were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

Financial Statements.

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm are included herein on thereto begin on page F-1 of this Annual Report.

Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the consolidated financial statements or notes thereto.

The following is a list of exhibits filed with this report or incorporated herein by reference:

Incorporated by Reference

Exhibit Description

Business combination and Merger Agreement dated as of June 10, 2021 by and among VIYI Algorithm Inc., Venus Acquisition Corporation and Venus Merger Sub Corporation and WiMi Hologram Cloud Inc.

previously filed as an exhibit to Registrant’s Current Report on Form 8-K as filed with the SEC on October 4, 2022.

December 16, 2022

First Amendment to the Business Combination and Merger Agreement dated as of January 24, 2022

December 16, 2022

Second Amendment to the Business Combination and Merger Agreement dated as of August 2, 2022

December 16, 2022

Third Amendment to the Business Combination and Merger Agreement dated as of August 3, 2022

December 16, 2022

Fourth Amendment to the Business Combination and Merger Agreement dated as of August 10, 2022

December 16, 2022

MicroAlgo Inc.

Amended and Restated Articles of Incorporation

December 16, 2022

Specimen Ordinary Share Certificate

December 16, 2022

Description of SECURITIES

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

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

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

Management Trust Agreement between Wilmington Trust Company, Vstock Transfer LLC and the Registrant.***

Rights Agreement dated as of February 8, 2021 between the Registrant and certain security holders.***

Subscription Agreement, dated August 21, 2019, between the Registrant and Yolanda Management Corporation.**

Placement Units Purchase Agreement between the Registrant and Yolanda Management Corporation.**

of Indemnity Agreement.**

of Administrative Services Agreement, by and between the Registrant and Yolanda Management Corporation.**

and Restated Promissory Note, dated as of December 10, 2020, in the principal amount of up to $450,000, issued to Yolanda Management

Corporation.**

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

and WiMi Hologram Cloud

Amendment No.

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

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

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

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

Form of Lock-Up Agreement

December 16, 2022

Form of Escrow Agreement

December 16, 2022

Form of Indemnification Agreement

December 16, 2022

Form of Registration Rights Agreement

December 16, 2022

Form of Non-Competition and Non-Solicitation Agreement

December 16, 2022

Form of Amendment to Backstop Agreement

December 16, 2022

Form of Code of Ethics

February 3, 2021

List of Subsidiaries

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

2 unchanged sentences

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

with this Form 10-K

** Previously

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

February 8, 2020

*** Previously

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

**** Previously

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

***** Previously

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

Acquisition Corporation

on the Financial Statements

We have audited the accompanying consolidated balance

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

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

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

In our opinion, the financial statements

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

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

generally accepted in the United States of America.

Paragraph — Going Concern

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

As discussed in Note

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

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

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

These conditions raise substantial doubt about

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

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

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

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

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

financial statements based on our audits.

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

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

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

and Exchange Commission and the PCAOB.

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

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

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

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

As part of our audits

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

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Labels Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Filed herewith

The certifications attached accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of MicroAlgo Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Form 10–K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 29 , 2023

MicroAlgo Inc.

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Office)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Director, Chief Executive Officer

March 29, 2023

(Principal Executive Officer)

Chief Financial Officer

March 29, 2023

(Principal Financial and Accounting Officer)

/s/ Shiwen Liu

Chief Operating Officer

March 29, 2023

/s/ Chengwei Yi

Chief Technical Officer

March 29, 2023

Chairman of the Board of Directors

March 29, 2023

Independent Director

March 29, 2023

/s/ Haixia Zhao

Independent Director

March 29, 2023

/s/ Wengang Kang

Independent Director

March 29, 2023

MICROALGO INC.

AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the board of directors of MicroAlgo Inc.

subsidiaries (formerly known as Venus Acquisition Corporation)

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of MicroAlgo Inc.

and subsidiaries (formerly known as Venus Acquisition Corporation (the “Company”) as of December

31, 2022 and 2021, the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows,

for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial positions

of the Company as of December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the two

years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2020.

York, New York

ACQUISITION CORPORATION

BALANCE SHEETS

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

Our audits included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

/s/ ONESTOP ASSURANCE PAC

ONESTOP ASSURANCE PAC (id# 6732)

We have served as the Company’s auditor since 2023.

March 29, 2023

MICROALGO INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

CURRENT ASSETS

Cash and cash equivalents

Accounts receivable, net

Prepaid services fees

Other receivables and prepaid expenses

Amount due from Parent

Loans receivable

Total current assets

Security deposit

Deferred offering costs

Cash and investments held in trust account

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

PROPERTY AND EQUIPMENT, NET

Prepaid expenses and deposits

Deferred merger costs

Cost method investment

Intangible assets, net

Operating lease right-of-use assets

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accrued liabilities and other payable

Advances from a related party

Promissory note- related party

Accounts payable

Deferred revenues

Other payables and accrued liabilities

Amount due to a related party

Amount due to Parent

Operating lease liabilities-current

Taxes payable

Total current liabilities

Warrant liabilities

Deferred underwriting compensation

OTHER LIABILITIES

Operating lease liabilities - noncurrent

Deferred tax liabilities, net

Total other liabilities

Total liabilities

COMMITMENTS AND CONTINGENCIES

Ordinary shares, subject to possible redemption:

4,600,000 shares at $ 10.10 per share

Shareholders’ deficit:

SHAREHOLDERS’ EQUITY

Preferred shares, $ 0.001 par value;

1 unchanged sentence

no share issued

Ordinary shares, $ 0.001 par value;

50,000,000 shares authorized;

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

Ordinary shares, $ 0.001 par value, 50,000,000 shares authorized, 39,603,961 and 43,856,706 issued and outstanding as of December 31, 2021 and 2022

Additional paid-in capital

Accumulated deficit

( 1,979,400 )

Total shareholders’ deficit

( 1,977,950 )

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

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

Formation, general and administrative expenses

$ ( 785,096 )

$ ( 117,787 )

Retained earnings

Statutory reserves

Accumulated other comprehensive income (loss)

MicroAlgo Inc.

shareholders’ equity

NONCONTROLLING INTERESTS

Total liabilities and shareholders’ equity

The accompanying notes are an integral part of these consolidated financial statements.

MICROALGO INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

For the Years Ended

OPERATING REVENUES

Total operating revenues

COST OF REVENUES

OPERATING EXPENSES

Selling expenses

General and administrative expenses

Research and development expenses

Impairment loss for goodwill

Impairment loss for intangible assets

Change in fair value of business acquisition payable

Change in fair value of warrant liability

Total operating expenses

Change in fair value of warrant liabilities

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSES)

Interest income

Income from short term investment

Finance expenses

Other income, net

Total other income, net

Loss before income taxes

$ ( 812,413 )

$ ( 117,787 )

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

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

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

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

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

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

INCOME (LOSS) BEFORE INCOME TAXES

BENEFIT OF (PROVISION FOR) INCOME TAX

Total (provision) benefit for income tax

NET INCOME (LOSS)

Net (loss) income attributable to non-controlling interests

NET INCOME (LOSS) ATTRIBUTABLE TO MICRO ALGO INC.

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustment

COMPREHENSIVE INCOME (LOSS)

Comprehensive (loss) income attributable to noncontrolling interests

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO MICRO ALGO INC.

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

Basic and diluted

EARNINGS PER SHARE

Basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

MICROALGO INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

Ordinary shares

shareholders’

equity (deficit)

Balance as of January 1, 2020

Balance as of December 31, 2020

Sale of units in initial public offering

Fair value of underwriter’s unit purchase option

Sale of units to the founder in private placement

Initial classification of ordinary shares subject to possible redemption

( 4,600,000 )

( 45,245,194 )

( 45,249,794 )

Allocation of offering costs to ordinary share subject to redemption

Accretion of carrying value to redemption value

( 2,603,666 )

( 1,038,325 )

( 3,641,991 )

Balance as of December 31, 2021

$ ( 1,979,400 )

$ ( 1,977,950 )

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

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

Retained earnings

comprehensive

Noncontrolling

BALANCE, December 31, 2020

Noncontrolling interests acquired

Contribution by Parent

Statutory reserves

Foreign currency translation

BALANCE, December 31, 2021

Disposal of noncontrolling interest

Shares issued in connection with reverse recapitalization

Statutory reserves

Foreign currency translation

BALANCE, December 31, 2022

The accompanying notes are an integral part of these consolidated financial statements.

MICROALGO INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 812,413 )

$ ( 117,787 )

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

Change in fair value of warrant liabilities

Interest income earned in cash and investments held in trust account

Net Income (loss)

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Provision for doubtful accounts, net

Deferred tax benefit

Loss from short term investment

Loss from disposal of property and equipment

Goodwill impairment loss

Intangible assets impairment loss

Gain from disposal of subsidiary

Amortization of operating lease right-of-use assets

Amortization of debt discount

Change in fair value of warrant liability

Change in fair value of business acquisition payable

Change in operating assets and liabilities:

Increase in prepayments

Increase in accrued liabilities

Cash used in operating activities

Accounts receivables

Prepaid services fees

Other receivables and prepaid expenses

Prepaid expenses and deposits

Accounts payable

Deferred revenues

Other payables and accrued liabilities

Operating lease liabilities

Taxes payable

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds deposited in Trust Account

( 46,466,500 )

Security deposit

Net cash used in investing activities

( 46,463,419 )

Purchases of short term investments

Sale of short term investments

Purchases of cost method investment

Payment for Shanghai Guoyu acquisition

Cash received from acquisition

Purchases of property and equipment

Loan to a third party

Net cash (used in) provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from unit purchase option

Proceeds from public offering, net of expenses

Proceeds from sale of private placement

Proceeds from promissory note – related party

Repayment of promissory note – related party

Advances from a related party

Net cash provided by financing activities

NET CHANGE IN CASH

Cash, beginning of year

Cash, end of year

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

Initial classification of shares subject to redemption

Allocation of offering costs to ordinary share subject to redemption

Accretion of carrying value to redemption value

$ ( 3,641,991 )

Deferred underwriting compensation

Recognition of warrant liabilities

accompanying notes to consolidated financial statements.

ACQUISITION CORPORATION

TO CONSOLIDATED FINANCIAL STATEMENTS

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

1 – ORGANIZATION AND BUSINESS BACKGROUND

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

on May 14, 2018.

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

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

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

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

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

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

Venus Merger Sub Corp.

is a company incorporated

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

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

See the further description below

regarding the proposed business combination with Viyi.

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

stage and emerging growth companies.

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

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

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

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

proceeds are held in trust.

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

On February 11, 2021, the

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

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

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

Simultaneously

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

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

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

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

offering costs.

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

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

The funds held in

the Trust Account can be invested in U.S.

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

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

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

(i) the completion

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

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

At closing of the

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

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

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

toward consummating a Business Combination.

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

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

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

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

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

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

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

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

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

of a tender offer.

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

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

a Business Combination.

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

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

shares voted are voted in favor of the Business Combination.

Notwithstanding

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

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

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

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

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

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

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

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

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

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

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

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

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

The per-share amount to be distributed to shareholders

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

discussed in Note 6).

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

rights or warrants.

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

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

Liabilities from Equity ” (“ASC 480”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

as a tax-free reorganization.

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

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

The aggregate consideration for the Acquisition Merger

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

valued at $ 10.10 per share.

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

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

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

The Company has filed

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

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

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

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

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

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

However, if the Company anticipates that it

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

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

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

In order to extend the time available

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

(approximately $ 0.033

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

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

Any funds which may be provided

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

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

complete a business combination.

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

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

a business combination.

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

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

Trust Account.

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

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

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

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

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

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

then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed

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

for claims of creditors and the requirements of applicable law.

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

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

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

of the Public Shares.

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

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

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

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

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

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

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

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

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

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

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

The Company will seek

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

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

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

and going concern

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

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

for working capital purposes.

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

The Company has incurred and expects

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

In order to finance transaction costs in connection with

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

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

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

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

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

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

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

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

These consolidated financial statements do not include

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

the Company be unable to continue as a going concern.

2 – SIGNIFICANT ACCOUNTING POLICIES

of presentation

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

Dollars in conformity with generally accepted accounting principles

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

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

In the opinion of management,

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

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

of Consolidation

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

All significant intercompany

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

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

or has the power to

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

majority of votes at the meeting of directors.

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

Schedule of Subsidiary

Merger Sub Corp.

Cayman Islands company Incorporated on May 25, 2021

Owned by Venus

growth company

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

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

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

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

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

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

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

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

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

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

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

The Company has elected not to opt out of

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

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

adopt the new or revised standard.

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

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

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

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

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

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

estimates requires management to exercise significant judgment.

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

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

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

Accordingly, the actual results

could differ significantly from those estimates.

and cash equivalents

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

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

and investments held in trust account

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

Investment securities in the Company’s

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

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

Treasuries as available for sales and money market funds are classified

in accordance with the trading method.

All marketable securities are recorded at their estimated fair value.

Unrealized gains and losses

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

The Company evaluates its investments to assess

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

Impairments are considered other than temporary if

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

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

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

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

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

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

The assessment considers

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

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

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

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

This assessment, which requires

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

the warrants are outstanding.

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

of equity at the time of issuance.

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

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

Advance to Parent

Repayment to Parent

Proceeds from Parent

Deferred merger costs

Proceeds from banking facility

Payments to banking facility

from loan - a related party

to loan - a related party

Cash received from recapitalization of MicroAlgo

Capital contribution from noncontrolling interests

Net cash used in financing activities

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS

CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of year

CASH AND CASH EQUIVALENTS, end of year

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income tax

Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Deferred offering cost to offset proceed from recapitalization

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)

Note 1 — Nature of business and organization

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, and VIYI Algorithm Inc.

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

On December 9, 2022, in accordance with the Merger Agreement, the closing of the business combination (the “Closing”) occurred, pursuant to which Venus issued 39,603,961 ordinary shares to VIYI shareholders.

As a result of the consummation of the business combination, VIYI is now a wholly-owned subsidiary of the Company, which has changed its name to MicroAlgo Inc.

The business combination was accounted for as a reverse recapitalization in accordance with U.S.

Under this method of accounting, Venus will be treated as the “acquired” company for financial reporting purposes.

This determination was primarily based on the holders of VIYI expecting to have a majority of the voting power of the post-combination company, VIYI senior management comprising substantially all of the senior management of the post-combination company, the relative size of VIYI compared to Venus, and VIYI operations comprising the ongoing operations of the post-combination company.

Accordingly, for accounting purposes, the business combination will be treated as the equivalent of VIYI issuing shares for the net assets of Venus, accompanied by a recapitalization.

The net assets of Venus will be stated at historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the business combination will be those of VIYI.

(See Note 3 for details)

VIYI Algorithm Inc.

(“VIYI”), is a company incorporated on September 24, 2020 under the laws of the Cayman Islands.

WiMi Hologram Cloud Inc.

(“WiMi Inc.” or the “Parent”) which primarily engaged in augmented reality (“AR”) advertising and entertainment services, is VIYI’s parent company.

VIYI, its consolidated subsidiaries, its former variable interest entity (“VIE”) and VIE’s subsidiaries (collectively referred to as the “Company”) is primarily engaged in providing central processing algorithm services.

In connection with a contemplated merger of MicroAlgo, the following steps were undertaken:

Reorganization of Shenzhen Yitian:

Shenzhen Yitian Internet Technology Co., Ltd.

(“Shenzhen Yitian”) was established on March 8, 2011 and was acquired by the Parent’s VIE, WiMi Cloud Software Co., Ltd.

(“Beijing WiMi”) in 2015.

Shenzhen Yitian and subsidiaries are in the PRC and mainly engaged in provide algorithm services in advertising and gaming industry.

On December 24, 2020, Beijing WiMi transferred 99.0 % and 1.0 % equity interests in Shenzhen Yitian to Ms.

Yao Zhaohua and Ms.

Sun Yadong for consideration of RMB 1 and RMB 1, respectively, pursuant to share transfer agreements.

Yao Zhaohua and Ms.

Sun Yadong and the original shareholders of Shenzhen Yitian entered into contractual agreement (see contractual agreements below) with Shenzhen Weiyixin on December 24, 2020, which granted Shenzhen Weiyixin effective control of Shenzhen Yitian from December 24, 2020 and enable Shenzhen Weiyixin to receive all the expected residual returns of Shenzhen Yitian and its subsidiaries.

The reorganization was completed on December 24, 2020.

Shenzhen Weiyixin becomes the primary beneficiary of Shenzhen Yitian and its subsidiaries.

On January 11, 2021, Shenzhen Yitian transferred its 100 % equity interest of Weidong and subsidiaries to Shenzhen Weiyixin;

its 100 % equity interest YY Online to Weidong and its 100 % equity interest in Korgas 233 and Wuhan 233 to YY Online.

As a result, Wuhan 233 and Korgas 233 became wholly owned subsidiaries of YY Online and YY Online became wholly owned subsidiary of Weidong and Weidong became wholly owned subsidiary of Shenzhen Weiyixin.

All of these entities are under common control of shareholders of VIYI, which results in the consolidation of Shenzhen Yitian and its subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value.

The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.

On July 1, 2021, Weidong acquired 99% interest of Shanghai Guoyu Information Technologies Co., Ltd (“Shanghai Guoyu”).

The remaining 1% of Shanghai Guoyu is acquired by YY Online.

The aggregate purchase price was $3.0 million (RMB 20,000,000).

On July 19, 2021 Shanghai Guoyu established 100% owned subsidiary Kashi Guoyu Information Technologies Co., Ltd (“Kashi Guoyu”).

On July 14, 2021, Weidong transferred its 100% equity interest of Horgas 233 and Horgas Weidong to Shanghai Guoyu.

On July 19, 2021, Viwo Technology established a fully owned subsidiary Shenzhen Viwotong Technology Co., Ltd.

(“Viwotong Tech”) in Shenzhen to support its operations.

On November 19, Viwotong Tech acquired 100% equity interests of Guangzhou Tapuyu Internet Technology Co., Ltd.

(“Tapuyu”), a provider of advertising services, for RMB 2 (approximately USD 0.3).

On December 7, 2021, Viwotong Tech purchased Pengcheng Keyi (Xi’an) Intelligence Technology Co., Ltd.

(“Pengcheng Keyi”), a provider of testing equipment development and sales, for RMB 2 (approximately USD 0.3).

On July 1, 2022, Viwo Technology Inc.

entered into an equity transfer agreement to transfer 99.0% and 1.0% of the issued share capital of Pengcheng Keyi to two unrelated individuals at RMB 1.0 and RMB 0.1(USD$ 0.01), respectively.

(See Note 4 for details)

Due to the business strategy adjustment, Shenzhen Yitian and its subsidiaries no longer operate the business involving foreign investment restrictions since March 1, 2022, therefore VIYI is able to have direct equity interest in Shenzhen Yitian and its subsidiaries.

On April 1, 2022, VIYI terminated the agreements under the VIE structure with Shenzhen Yitian.

Shenzhen Yitian’s original shareholders transferred their respective ownership to VIYI WFOE and VIYI WFOE obtained 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022.

The reorganization has no effect on the consolidated financial statements as Shenzhen Yitian has been under common control of VIYI Cayman that there is no change of reporting entities.

On April 12, 2022, VIYI Technology Limited (“VIYI Ltd”) set up a joint venture company, Vize Technology Limited (“Vize”), in Hong Kong, and VIYI Ltd has a 55% equity interest in Vize.

It had no operation as of December 31, 2022.

On August 15, 2022, Vize established a fully owned subsidiary Shenzhen ViZeTong Technology Co., Ltd.

(“ViZeTong”) in Shenzhen.

ViZeTong had no material operation as of December 31, 2022.

Allocation of expenses

accompanying consolidated financial statements include the Company’s direct expenses, as well as an allocation of certain general

and administrative and financial expenses paid by the Parent.

General and administrative expenses consist primarily of share-based compensation

expense, salary and related expenses of senior management and VIYI employees, shared management expenses, including accounting, consulting,

legal support services, and other expenses to provide operating support to the related businesses.

These allocations are made using a proportional cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services attributable to the Company and the related expenses resulted from the acquisition of subsidiary.

The general and administrative expenses allocated from the Parent amounted to $ 92,759 and nil 0 for the years ended December 31, 2021 and 2022, respectively.

Income tax provision reflected in the Company’s consolidated statement of income is calculated based on a separate return basis as the Company’s subsidiaries all filed separate tax returns.

Management believes the basis and amounts of these allocations are reasonable.

While the expenses allocated to the Company for these items are not necessarily indicative of the expenses that would have been incurred if the Company had been a separate, stand-alone entity, the Company does not believe that there is any significant difference between the nature and amounts of these allocated expenses and the expenses that would have been incurred if the Company had been a separate, stand-alone entity.

The accompanying consolidated financial statements reflect the activities of VIYI and each of the following entities as of December 31, 2022:

Schedule of accompanying consolidated financial statements

VIYI Technology Inc.

A Cayman Islands company Incorporated on September 24, 2020

100% owned by MicroAlgo

VIYI Technology Ltd.

A Hong Kong company

100% owned by VIYI

Incorporated on October 9, 2020

A holding company

Shenzhen Weiyixin Technology Co., Ltd.

(“Shenzhen Weiyixin”or “VIYI WFOE”)

A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”)

100% owned by VIYI Ltd

Incorporated on November 18, 2020

A holding company

Shenzhen Yitian Internet Technology Co., Ltd.

(“Shenzhen Yitian”)

A PRC limited liability company

100% owned by Beijing WiMi before December 24, 2020 VIE of Shenzhen Weiyixin starting on December 24, 2020.

100% owned by Shenzhen Weiyixin starting April 1, 2022

Incorporated on March 08, 2011

Primarily engages central processing algorithm in mobile games industry

Korgas 233 Technology Co., Ltd.

(“Korgas 233”)

A PRC limited liability company

100% owned by Shenzhen Yitian before January 11, 2021;

100% owned by YY Online after January 11, 2021

Incorporated on September 15, 2017

Primarily engages in central processing algorithm in mobile games industry

Shenzhen Qianhai Wangxin Technology Co., Ltd.

(“Shenzhen Qianhai”)

A PRC limited liability company Incorporated on October 16, 2015 Primarily engages in central processing algorithm in advertising industry

100% owned by Shenzhen Yitian

Shenzhen Yiyou Online Technology Co., Ltd.

(“YY Online”)

A PRC limited liability company Incorporated on January 14, 2019 Primarily engages in central processing algorithm in advertising industry

100% owned by Shenzhen Yitian before January 11, 2021;

100% owned by Weidong after January 11, 2021

Wuhan 233 Interactive Entertainment Technology Co., Ltd.

(“Wuhan 233”)

A PRC limited liability company

100% owned by Shenzhen Yitian before January 11, 2021;

100% owned by YY Online after January 11, 2021

Incorporated on May 15, 2020

Primarily engages in central processing algorithm in mobile games industry

Weidong Technology Co., Ltd.

A PRC limited liability company

100% owned by Shenzhen Yitian before January 11, 2021;

100% owned by Shenzhen Weiyixin after January 11, 2021

Incorporated on October 28, 2020

Primarily engages in central processing algorithm in advertising industry

Korgas Weidong Technology Co., Ltd.

(“Korgas Weidong”)

A PRC limited liability company

100% owned by Weidong

Incorporated on October 30, 2020

Primarily engages in central processing algorithm in advertising industry

Fe-da Electronics Company Private Limited (“Fe-da Electronics”)

A Singapore company

100% owned by VIYI Acquired in September 2020

Incorporated on January 9, 2009

Primarily engages in resale of intelligent chips and customization of central processing units

Excel Crest Limited (“Excel Crest”)

A Hong Kong company

100% owned by Fe-da Electronics

Incorporated on September 10, 2020

Support the daily operations of Fe-da Electronics in Hong Kong

Shanghai Weimu Technology Co., Ltd.

(“Shanghai Weimu”)

A PRC limited liability company

58% owned by Shenzhen Weiyixin

Incorporated on November 30, 2020

Engages in providing software support services

Wisdom Lab Inc.

(“Wisdom Lab”)

A Cayman Islands company

100% owned by Fe-Da Electronics

Incorporated on May 6, 2021

Engages in software solution for intelligent chips

Viwo Technology Limited.

(“Viwo Tech”)

A Hong Kong company

55% owned by VIYI Ltd

Incorporated on April 15, 2021

Engages in intelligent chips design

No operations as of June 30, 2022

Shenzhen Viwotong Technology Co., Ltd.

(“Viwotong Tech”)

A PRC limited liability company

100% owned by Viwo Tech

Incorporated on July 19, 2021

Shanghai Guoyu Information Technology Co., Ltd.

(“Shanghai Guoyu”)

A PRC limited liability company

99% owned by Weidong, 1% owned by YY Online

Incorporated on March 18, 2019

Engages in R&D and application of intelligent visual algorithm technology

Kashi Guoyu Information Technology Co., Ltd.

(“Kashi Guoyu”)

A PRC limited liability company

100% owned by Shanghai Guoyu

Incorporated on July 23, 2021

Engages in R&D and application of intelligent visual algorithm technology

Guangzhou Tapuyu Internet Technology Co., Ltd.

A PRC limited liability company

100% owned by Viwotong Tech

Incorporated on June 22, 2021

Engages in central processing algorithm in advertising industry

Guangzhou Bimai Network Technology Co., Ltd.

A PRC limited liability company

100% owned by Viwotong Tech Acquired in September 2022

Incorporated on April 28, 2021

Engages in central processing algorithm in advertising industry

ViZe Technology Limited (“ViZe”)

A Hong Kong company

55% owned by VIYI Ltd.

Incorporated on April 12, 2022

No activities as of December 31, 2022

Shenzhen ViZeTong Technology Co., Ltd.

A PRC limited liability company

100% owned by ViZe

Incorporated on August 15, 2022

No activities as of December 31, 2022

Contractual Arrangements (Terminated April 1, 2022)

Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of internet content providers, prior to April 1, 2022, the Company operates its internet and other businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies.

As such, Shenzhen Yitian (from December 24, 2020) is controlled through contractual agreements in lieu of direct equity ownership by the Company or any of its subsidiaries.

Shenzhen Yitian and its subsidiary used to provide Internet information consulting services which required the possession of the Internet Content Provision (“ICP”) licenses and were subject to foreign investment restrictions under relevant PRC laws and regulations.

Due to subsequent business strategy adjustment, Shenzhen Yitian and its subsidiary have terminated such Internet information consulting services since March 1, 2022.

As a result of the termination of such services, Shenzhen Yitian and its subsidiary were later notified by relevant PRC government authority that the ICP licenses were no longer required and their business was no longer subject to foreign investment restrictions, therefore VIYI can own direct equity interest in Shenzhen Yitian and its subsidiaries.

VIYI terminated the agreements under the VIE structure with Shenzhen Yitian, and VIYI’s WFOE achieved 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022.

VIYI now controls and receives the economic benefits of Shenzhen Yitian and its subsidiaries’ business operation through equity ownership.

Shenzhen Yitian

The contractual arrangements consist of a series of four agreements, shareholders power of attorney and irrevocable commitment letters (collectively the “Contractual Arrangements”, which were signed on December 24, 2020).

The significant terms of the Contractual Agreements are as follows:

Exclusive Business Cooperation Agreement

Under the exclusive business cooperation agreement between Shenzhen Weiyixin and Shenzhen Yitian dated December 24, 2020, Shenzhen Weiyixin has the exclusive right to provide to Shenzhen Yitian consulting and services related to, among other things, use of software, operation maintenance, product development, and management and marketing consulting.

Shenzhen Weiyixin has the exclusive ownership of intellectual property rights created as a result of the performance of this agreement.

Shenzhen Yitian agrees to pay Shenzhen Weiyixin service fee at an amount equal to the consolidated net income after offsetting previous year’s loss (if any).

This agreement remained effective until April 1, 2022 when the agreement was terminated by Shenzhen Weiyixin.

Exclusive Share Purchase Option Agreement

Pursuant to the exclusive share purchase option agreement dated December 24, 2020, by and among Shenzhen Weiyixin, Shenzhen Yitian and each of the shareholders of Shenzhen Yitian, each of the shareholders of Shenzhen Yitian irrevocably granted Shenzhen Weiyixin an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of their equity interests in Shenzhen Yitian, and the purchase price shall be the lowest price permitted by applicable PRC law.

Each of the shareholders of Shenzhen Yitian undertakes that, without the prior written consent of Shenzhen Weiyixin or us, they may not increase or decrease the registered capital, amend its articles of association or change registered capital structure.

This agreement will remain effective unless terminated in the event that the entire equity interests held by registered shareholders in Shenzhen Yitian have been transferred to Shenzhen Weiyixin or until the date when it is terminated by Shenzhen Weiyixin.

Any transfer of shares pursuant to this agreement would be subject to PRC regulations and to any changes required thereunder.

Equity Interest Pledge Agreement

Pursuant to the equity interest pledge agreement dated December 24, 2020, by and among Shenzhen Weiyixin, Shenzhen Yitian and the shareholders of Shenzhen Yitian, the shareholders of Shenzhen Yitian pledged all of their equity interests in Shenzhen Yitian to Shenzhen Weiyixin to guarantee their and Shenzhen Yitian’s obligations under the contractual arrangements including the exclusive consulting and services agreement, the exclusive option agreement, the power of attorney and this equity interest pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses incurred by Shenzhen Weiyixin in enforcing such obligations of Shenzhen Yitian or its shareholders.

The shareholders of Shenzhen Yitian agree that, without Shenzhen Weiyixin’s prior written approval, during the term of the equity interest pledge agreement, they will not dispose of the pledged equity interests or create or allow any other encumbrance on the pledged equity interests.

The pledge under the equity interest pledge agreement shall take effect upon the completion of registration with the relevant administration for industry and commerce, which was completed as of January 29, 2021, and shall remain valid until the earlier of (1) the completion of all contractual obligations and the repayment of all secured debts, or (2) the time when the pledgee and/or the appointed person(s) have decided, subject to the PRC laws, to purchase the entire equity interests of the pledger in Shenzhen Yitian, and such equity interests of Shenzhen Yitian have been transferred to the pledgee and/or the appointed person(s) in accordance with the law such that the pledgee and/or the appointed person(s) may lawfully engage in the business of Shenzhen Yitian.

Loan Agreement

Pursuant to the loan agreement dated December 24, 2020, Shenzhen Weiyixin agreed to provide loans to the registered shareholders of Shenzhen Yitian, to be used exclusively as investment in Shenzhen Yitian.

The loan must not be used for any other purposes without the relevant lender’s prior written consent.

The term of the loan agreement commences from the date of the agreement and ends on the date the lender exercises its exclusive option under the relevant exclusive share purchase option agreement, or when certain defined termination events occur, such as if the lender sends a written notice demanding repayment to the borrower, or upon the default of the borrower, whichever is earlier.

After the lender exercises its exclusive option, the borrower may repay the loan by transferring all of its equity interest in the relevant Onshore Holdco to the lender, or a person or entity nominated by the lender, and use the proceeds of such transfer as repayment of the loan.

If the proceeds of such transfer are equal to or less than the principal of the loan under the loan agreement, the loan is considered interest-free.

If the proceeds of such transfer is higher than the principal of the loan under the loan agreement, any surplus is considered interest for the loan.

Power of Attorney

Pursuant to the power of attorney dated December 24, 2020, by Shenzhen Weiyixin and each shareholder of Shenzhen Yitian, respectively, each shareholder of Shenzhen Yitian irrevocably authorized Shenzhen Weiyixin or any person(s) designated by Shenzhen Weiyixin to exercise such shareholder’s voting rights in Shenzhen Yitian, including, without limitation, the power to participate in and vote at shareholder’s meetings, the power to nominate directors and appoint senior management, the power to sell or transfer such shareholder’s equity interest in Shenzhen Yitian, and other shareholders’ voting rights permitted by PRC law and the Articles of Association of Shenzhen Yitian.

The power of attorney remains irrevocable and continuously valid from the date of execution so long as each shareholder remains as a shareholder of Shenzhen Yitian.

Spousal Consent Letters

Pursuant to these letters, the spouses of the applicable shareholders of Shenzhen Yitian unconditionally and irrevocably agreed that the equity interest in Shenzhen Yitian held by them and registered in their names will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement, and the power of attorney.

Each of their spouses agreed not to assert any rights over the equity interest in Shenzhen Yitian held by their respective spouses.

In addition, in the event that any spouse obtains any equity interest in Shenzhen Yitian held by his or her spouse for any reason, he or she agreed to be bound by the contractual arrangements.

Based on the foregoing contractual arrangements, which grant Shenzhen Weiyixin effective control of Shenzhen Yitian and enable Shenzhen Weiyixin to receive all of their expected residual returns, the Company accounts for Shenzhen Yitian as a VIE on December 24, 2020.

On April 1, 2022, VIYI terminated the agreements under the VIE structure with Shenzhen Yitian.

Shenzhen Yitian’s original shareholders transferred their respective ownership to VIYI WFOE and VIYI WFOE obtained 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022.

Note 2 — Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”) and variable interest entity (“VIE”) and VIE’s subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary.

All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented.

Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment and intangible assets, impairment of long-lived assets and goodwill, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, right-of-use assets and lease liabilities, deferred taxes and uncertain tax position, the fair value of contingent consideration related to business acquisitions and allocation of expenses from the Parent and Beijing WiMi.

Actual results could differ from these estimates.

Foreign currency translation and other comprehensive income (loss)

The Company uses U.S.

dollar (“USD”) as its reporting currency.

The functional currency of VIYI is Hong Kong Dollar, its subsidiary in Singapore is U.S.

dollar, and its other subsidiaries which are incorporated in PRC are RMB, respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.

In the consolidated financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into RMB.

Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.

Translation adjustments included in accumulated other comprehensive income amounted to $ 2,895,054 and negative $ 1,622,503 as of December 31, 2021 and 2022, respectively.

The balance sheet amounts, with the exception of shareholders’ equity, at December 31, 2021 and 2022 were translated at USD 1.00 to HKD 7.7981 and to HKD 7.7965 , respectively.

The average translation rates applied to statement of income accounts for the years ended December 31, 2021 and 2022 were USD 1.00 to HKD 7.7729 and to HKD 7.8311 , respectively.

The balance sheet amounts, with the exception of shareholders’ equity at December 31, 2021 and 2022 were translated at USD 1.00 to RMB 6.3757 and to RMB 6.9646 respectively.

The average translation rates applied to statement of income accounts for the years ended December 31, 2021 and 2022 were USD 1.00 to RMB 6.4515 and to RMB 6.7261 , respectively.

The shareholders’ equity accounts were stated at their historical rate.

Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Cash and cash equivalents

Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use.

Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw.

The Company maintains most of its bank accounts in the PRC, HK and Singapore.

Accounts receivable, net

Accounts receivable include trade accounts due from customers.

Accounts are considered overdue after 90 days.

Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary.

The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections.

Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable.

For the year ended December 31, 2021 and 2022, the Company made $ 225,858 and nil 0 allowance for doubtful accounts for accounts receivable, respectively.

Short term investments

Short-term investments are investments in wealth management product with underlying in cash, bonds and equity funds.

The investments can be redeemed any time and the investment was recorded at fair value.

The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income.

Inventories are comprised of finished goods and are stated at the lower of cost or net realizable value using the weighted average method.

Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value.

As of December 31, 2021 and 2022, the Company determined that no allowance was necessary.

Prepaid services fees

Prepaid services fees are mainly payments made to vendors or services providers for future services.

These amounts are refundable and bear no interest.

Prepaid services fees also include money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers.

The deposits usually have one year term and are refundable upon contract termination.

Management reviews its prepaid services fees on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary.

As of December 31, 2021 and 2022, no allowance was deemed necessary.

Other receivables and prepaid expenses

Other receivables that are short term in nature include employee advances to pay certain of the Company’s expenses in the normal course of business and certain short-term deposits.

Prepaid expenses included utilities or system services.

An allowance for doubtful accounts may be established and recorded based on management’s assessment of the likelihood of collection.

Management reviews these items on a regular basis to determine if the allowance for doubtful accounts is adequate and adjusts the allowance when necessary.

Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

No allowance was required as of December 31, 2021 and 2022.

Loans receivable

Loans receivable represents loans to a third party under the terms of the agreements signed in November and December 2021 at 3.85 % interest per annum.

The loans have terms of one-year and are collateralized by real estate property for approximately RMB 24.0 million (USD 3.8 million).

Management regularly reviews the aging of loans receivable and changes in payment trends and records allowances when management believes collection of amounts due are at risk.

Loans receivable considered uncollectable are written off against allowances after exhaustive efforts at collection are made.

As of December 31, 2022, no allowance was deemed necessary.

Full amount of loans receivable was subsequently collected in May 2022.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment if applicable.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value.

The estimated useful lives are as follows:

Schedule of estimated useful lives of property and equipment, net

Office equipment

Office furniture and fixtures

Leasehold improvements

lesser of lease term or expected useful life

Deferred merger costs

Prepaid merger costs consist primarily of expenses paid to attorneys, consultants, underwriters, and etc.

related to its merger transaction.

The balance will be offset with the proceeds received after the close of the offering.

Cost method investments

The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method.

The Company records cost method investments at the historical cost in its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income.

Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments.

Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value.

An impairment is recognized when a decline in fair value is determined to be other-than-temporary.

The Company reviews several factors to determine whether a loss is other-than-temporary.

These factors include, but are not limited to, the:

(i) nature of the investment;

(ii) cause and duration of the impairment;

(iii) extent to which fair value is less than cost;

(iv) financial condition and near term prospects of the investments;

and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

No event had occurred and indicated that other-than-temporary impairment existed and therefore the Company did not record any impairment charges for its investments for the year ended December 31, 2021 and 2022.

Intangible assets, net

The Company’s intangible assets with definite useful lives primarily consist of copyrights, non-compete agreements, and technology know-hows.

Identifiable intangible assets resulting from the acquisitions of subsidiaries accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received.

The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment.

The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives.

The estimated useful lives are as follows:

Schedule of estimated useful lives of intangible assets, net

Customer relationship

Technology know-hows

Non-compete agreements

Software copyright

Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition.

Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred.

Goodwill is carried at cost less accumulated impairment losses.

If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss.

Impairment losses on goodwill are not reversed.

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred.

The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04.

If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required.

The Company compares the fair values of each reporting unit to its carrying amount, including goodwill.

If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired.

If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit.

Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

Impairment for long-lived assets

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.

The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values.

For the years ended December 31, 2021 and 2022, no impairment of long-lived assets was recognized.

Business combination

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill.

Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of operations.

The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

Fair value measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.

The three levels are defined as follow:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Warrants liabilities

The Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

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

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

shares subject to possible redemption

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

Ordinary share subject

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

Conditionally redeemable ordinary

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

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

times, ordinary shares are classified as shareholders’ equity.

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

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

4,600,000 and 0 ordinary shares subject

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

balance sheets.

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

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

Public Offering was the redemption date.

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

are available for distribution to redeeming shareholders.

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

“ Expenses of Offering ”.

Offering costs consist principally of professional and registration fees incurred through

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

of the Public Offering.

value of financial instruments

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

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

Fair value is the price that would be received to sell

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

In determining

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

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

the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer

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

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

developed based on the best information available in the circumstances.

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

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

Valuation adjustments and block discounts are not being applied.

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

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

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

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

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

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

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

See Note 9 for the disclosure of the Company’s

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

● Concentration

of credit risk

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

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

The Company has not experienced losses on these accounts

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

Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” (“ASC 740”)

which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and

liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in

future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected

to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

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

sustained upon examination by taxing authorities.

The Company’s management determined that the British Virgin Islands is the Company’s

major tax jurisdiction.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign tax laws.

Company’s tax provision is zero and it has no deferred tax assets.

The Company is considered to be an exempted British Virgin Islands

Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

loss per share

Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” .

In order to determine

the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed

income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss)

is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based

on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of

the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public

stockholders.

As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering

to purchase an aggregate of 2,412,500 shares in the calculation of diluted net loss per share, since the exercise of the warrants is

contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have

any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share

in the earnings of the Company.

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

net loss per share presented in the statement of operations is based on the following:

Net loss per share presented in

the statement of operations

$ ( 812,413 )

$ ( 117,787 )

Accretion of carrying value to redemption value

( 3,641,991 )

$ ( 4,454,403 )

$ ( 117,787 )

Basic and diluted net loss per share:

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net loss including carrying value to redemption value

$ ( 3,305,127 )

$ ( 1,149,276 )

$ ( 117,787 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 1,149,276 )

$ ( 117,787 )

Denominators:

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

Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606).

The ASU requires the use of a new five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation.

Central Processing Advertising Algorithm Services

— Advertising display services

For the advertising algorithm advertising display services, the Company’s performance obligation is to identify advertising spaces, embed images or videos into films, shows and short form videos that are hosted by leading online streaming platforms in China.

Revenue is recognized at a point in time when the related services have been delivered based on the specific terms of the contract, which are commonly based on specific action (i.e., cost per impression (“CPM”) for online display).

The Company enters into advertising contracts with advertisers where the amounts charged per specific action are fixed and determinable, the specific terms of the contracts were agreed on by the Company, the advertisers and channel providers, and collectability is probable.

Revenue is recognized on a CPM basis as impressions.

The Company considers itself as provider of the services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced by (1) the Company is primarily responsible to its customers for products and services offered where the products were designed in house and the Company has customer services team to directly serve the customers;

and (2) having latitude in establish pricing.

Therefore the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis.

— Performance-based advertising service

The Company provides central processing algorithm performance-based advertising services for its customers, which enable the customers to get the optimal business opportunities.

The Company’s performance obligation is to help customers to accurately match consumers and traffic users, and thereby increasing the conversion rate of product sale using its proprietary data optimization algorithms.

The Company’s revenue is recognized at a point when an ender user completes a transaction at a rate specified in contract.

Related service fees are generally billed monthly, based on a per transaction basis.

The Company considers itself as provider of the services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced by (1) it is primarily responsible to its customers for the services offered where the algorithms and data optimization were designed and performed in house and it has customer services team to directly serve the customers;

and (2) having latitude in establish pricing.

Therefore, VIYI acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis.

In addition, through the Company’s data algorithm optimization, it is able to identify certain end user needs and it facilitates certain value added services to the end users.

The Company engages third party services provider to perform the services.

The Company concludes that it does not control the services as the third party service provider is responsible for providing the service and its responsibility is merely to facilitate the provision of these value added service to the end users and charges a fee.

As such the Company recorded revenue from the value added services on a net basis when the services is provided by third party service provider.

Mobile Games Services

The Company generates revenue from jointly operated mobile game publishing services and the licensed out games.

In accordance with ASC 606, Revenue Recognition:

Principal Agent Considerations, the Company evaluates agreements with the game developers, distribution channels and payment channels in order to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination of whether to record the revenues gross or net is based on whether the Company’s promise to its customers is to provide the products or services or to facilitate a sale by a third party.

The nature of the promise depends on whether the Company controls the products or services prior to transferring it.

Control is evidenced by if the Company is primarily responsible for fulling the provision of services and has discretion in establishing the selling price.

When the Company controls the products or services, its promise is to provide and deliver the products and revenue is presented gross.

When the Company does not control the products, the promise is to facilitate the sale and revenue is presented net.

— Jointly operated mobile game publishing services

The Company offers publishing services for mobile games developed by third-party game developers.

The Company acted as a distribution channel that it will publish the games on their own app or a third-party owned app or website, named game portals.

Through these game portals, game players can download the mobile games to their mobile devices and purchase coins, the virtual currency, for in game premium features to enhance their game playing experience.

The Company contracts with third-party payment platforms for collection services offered to game players who have purchased coins.

The third-party game developers, third-party payment platforms and the co-publishers are entitled to profit sharing based on a prescribed percentage of the gross amount charged to the game players.

The Company’s obligation in the publishing services is completed at a point in time when the game players made a payment to purchase coins.

With respect to the publishing services arrangements between the Company and the game developer, the Company considered that the Company does not control the services as evidenced by (i) developers are responsible for providing the game product desired by the game players;

(ii) the hosting and maintenance of game servers for running the online mobile games is the responsibility of the third-party platforms;

(iii) the developers or third-party platforms have the right to change the pricing of in game virtual items.

The Company’s responsibilities are publishing, providing payment solution and market promotion service, and thus the Company views the game developers to be its customers and considers itself as the facilitator of the game developers in the arrangements with game players.

Accordingly, the Company records the game publishing service revenue from these games, net of amounts paid to the game developers.

— Licensed out mobile games

The Company also licenses third parties to operate its mobile games developed internally through mobile portal and receives revenue from the third-party licensee operators on a monthly basis.

The Company’s performance obligation is to provide mobile games to game operators which enable players of the mobile games to make in game purchases and the Company recognized revenue at a point in time when game players completed the purchases.

The Company records revenues on a net basis, as the Company does not have the control of the services provided as it does not have the primary responsibility for fulfilment nor does not have the right to change the pricing of the game services.

Sale of intelligent chips

Starting in September 2020, the Company has also been engaged in resale of intelligent chips products and accessories.

The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory.

The Company’s performance obligation is to deliver products according to contract specifications.

The Company recognizes gross product revenue at a point in time when the control of products or services are transferred to customers.

To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39.

The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both suppliers and customers.

In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory risk as legal owners.

In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements.

The Company believes that all these factors indicate that the Company is acting as a principal in this transaction.

As a result, revenue from the sales of products is presented on a gross basis.

Revenue from software development

The Company also designs software for central processing units based on customers’ specific needs.

The contract is typically fixed priced and does not provide any post contract customer support or upgrades.

The Company’s performance obligation is to design, develop, test and install the related software for customers, all of which are considered one performance obligation as the customers do not obtain benefit for each separate service.

The duration of the development period is short, usually less than one year.

The Company’s revenue from software development contracts is generally recognized over time during the development period and the Company has no alternative use of the customized software and application without incurring significant additional costs.

Revenue is recognized based on the Company’s measurement of progress towards completion based on output methods when the Company could appropriately measure the customization progress towards completion by reaching certain milestones specified in contracts.

Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period.

Contract balances:

The Company records receivable related to revenue when it has an unconditional right to invoice and receive payment.

Payments received from customers before all the relevant criteria for revenue recognition met are recorded as deferred revenue.

The Company’s disaggregated revenue streams in consideration of the Company’s type of goods and services and sales channels are as follows:

Schedule of disaggregation of revenue

Central processing advertising algorithm services

Sales of intelligent chips

Software development

Total revenues

The Company’s revenue by timing of transfer of goods or services are summarized below:

Schedule of revenue by timing of transfer of goods or services

Goods and services transferred at a point in time

Services transferred over time

Total revenues

The Company’s revenue by geographic locations are summarized below:

Schedule of revenue by geographic locations

Mainland PRC revenues

Hong Kong revenues

International revenues

Total revenues

Cost of revenues

Cost of revenue for central processing algorithm services comprised of costs paid to channel distributors based on the sales agreements, shared costs with content providers based on the profit sharing arrangements, third party consulting services expenses and compensation expenses for the Company’s professionals.

For intelligent chip and services, the cost of revenue consist primarily of the costs of products sold and third party software development costs.

Cost allocation

Cost allocation include allocation of certain general and administrative and financial expenses paid by the Parent.

General and administrative expenses consist primarily salary and related expenses of senior management and VIYI employees, shared management expenses, including accounting, consulting, legal support services, and other expenses to provide operating support to the related businesses.

Advertising costs

Advertising costs are expensed as incurred and included in selling expenses.

Advertising costs are historically immaterial to the Company’s operating expenses.

Advertising costs amounted to $ 279 and nil 0 for the years ended December 31, 2021 and 2022, respectively.

Research and development

Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team.

Value added taxes (“VAT”) and goods and services taxes (“GST”)

Revenue represents the invoiced value of service, net of VAT or GST.

The VAT and GST are based on gross sales price and VAT rates range up to 13% in China, depending on the type of service provided or product sold, and GST rate is generally 7% in Singapore.

Entities that are VAT/GST general taxpayers are allowed to offset qualified input VAT/GST paid to suppliers against their output VAT/GST liabilities.

Net VAT/GST balance between input VAT/GST and output VAT/GST is recorded in tax payable.

All of the VAT/GST returns filed by the Company’s subsidiaries in China and Singapore, have been and remain subject to examination by the tax authorities for five years from the date of filing.

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities.

The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed.

It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit.

In principle, deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled.

Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

PRC tax returns filed in 2019 to 2021 are subject to examination by any applicable tax authorities.

Other Income, net

Other Income includes government subsidies which are amounts granted by local government authorities as an incentive for companies to promote development of the local technology industry.

The Company receives government subsidies related to government sponsored projects and records such government subsidies as a liability when it is received.

The Company records government subsidies as other income when there is no further performance obligation.

Total government subsidies amounted to $ 45,378 and $ 184,778 for the years ended December 31, 2021 and 2022, respectively.

Other income also includes $ 260,149 and $ 73,415 of input VAT credit the Company redeemed during the years ended December 31, 2021 and 2022.

As part of VAT reform in 2019, from April 1, 2019 to December 31, 2021, a taxpayer in certain service industries could claim additional 10% of input VAT credit based on total input VAT paid to suppliers, the credit was applied to offset with the Company’s VAT payable.

The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended December 31, 2020, and elected the practical expedients that does not require us to reassess:

(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.

For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

Upon adoption, the Company recognized approximately RMB 1.6 million right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 7% based on the duration of lease terms.

Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term.

Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised.

The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets.

The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.

Its leases generally do not provide a residual guarantee.

The operating lease ROU asset also excludes lease incentives.

Lease expense is recognized on a straight-line basis over the lease term.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.

Share-based compensation

The Company records share-based compensation expense for employees by allocations from Wimi Inc.

using a proportional cost allocation method by considering the headcount and its estimates of each employee’s time attributable to the Company.

The share-based compensation expenses are valued at fair value on the grant date when the reward is approved.

Share-based compensation is recognized net of forfeitures, as amortized expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company accounts for share-based compensation expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.

Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded only for those share-based awards that are expected to vest.

Employee benefit

The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans.

The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued.

Total expenses for the plans were $ 213,314 and $ 278,978 for the years ended December 31, 2021and 2022, respectively.

Noncontrolling interests

Noncontrolling interest consists of an aggregate of 42 % of the equity interest of Shanghai Weimu , 40 % of the equity interest of Tianjin Weidong (no operations), 45 % of equity interest of Viwo Tech and 45 % of ViZe (no operations) held by other investors.

Excess of contribution received from noncontrolling shareholders over carrying value of the entity is recorded in additional paid in capital.

The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company.

Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

Noncontrolling interests consist of the following:

Schedule of noncontrolling interests

Shanghai Weimu

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”.

ASC 260 requires companies to present basic and diluted EPS.

Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

During the years ended December 31, 2021 and 2022, there was no dilutive shares.

Statutory reserves

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.

Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end).

If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

Segment reporting

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

Based on management’s assessment, the Company determined that it has two operating segments and therefore two reportable segments as defined by ASC 280, which are central processing algorithm services and intelligent chips and services.

All of the Company’s net revenues were generated in the PRC, Hong Kong and Singapore.

Recently issued accounting pronouncements

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No.

2016-13, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities.

The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

2019-10, which to update the effective date of ASU No.

2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard.

The new effective date for these preparers is for fiscal years beginning after December 15, 2022.

The adoption of this ASU does not have a material effect on the Company’s consolidated financial statements.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

Note 3 — Reverse Capitalization

On December 9, 2022, in accordance with the Merger Agreement, the Closing occurred, pursuant to which Venus issued 39,603,961 ordinary shares to VIYI shareholders.

Immediately after giving effect to the Business Combination, MicroAlgo has 43,856,706 ordinary shares issued and outstanding consisting of (i) the 3,963,745 ordinary shares held by previous Venus public shareholders and its Sponsor;

(ii) the 39,603,961 newly issued Venus ordinary shares to the VIYI shareholders pursuant to the Merger Agreement, of which 792,079 ordinary shares issued to the Majority Shareholder will be held in escrow to satisfy any potential indemnification claims(s) which may be made by Venus under the Merger Agreement;

(iii) the 214,000 newly issued Venus ordinary shares to the Joyous JD Limited as part of the backstop investment;

and (iv) the 75,000 ordinary shares held by Venus’ underwriter.

Venus rights held by its Sponsor and previous public investors were automatically converted to 482,500 ordinary shares upon the consummation of the Business Combination.

Immediately after the closing of the Business Combination, MicroAlgo has 4,825,000 warrants issued and outstanding, consisting of (i) 4,600,000 warrants held by previous public investors of Venus;

and (ii) 225,000 warrants held by the Sponsor of Venus.

Common shares issued and outstanding following the Closing are as follows:

Schedule of consummation of Merger

Venus public shares after redemption

Venus shares converted from rights

Venus Sponsor shares

Venus shares issued to underwriter

Venus shares issued in the Business Combination

Venus shares issued to Joyous JD Limited

Weighted average shares outstanding

Basic and diluted net income (loss) per share

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

accounting pronouncements

Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material

impact on the consolidated results of operations, financial condition, or cash flows, based on the current information.

3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT

of December 31, 2021, investment securities in the Company’s Trust Account consisted of $ 46,469,183 in United States Treasury Bills.

The Company classifies its United States Treasury securities as available-for-sale.

Available-for-sale marketable securities

are recorded at their estimated fair value on the accompanying December 31, 2021 consolidated balance sheet.

The carrying value and fair value of marketable securities on December 31, 2021 are

Schedule of carrying value,

including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities

Carrying Value

Gross Unrealized

Available-for-sale marketable securities

Treasury Securities

4 – INITIAL PUBLIC OFFERING

February 11, 2021, the Company sold 4,600,000 Units which includes a full exercise by the underwriters of their over-allotment option

in the amount of 600,000 Public Units, at a purchase price of $ 10.00 per Unit.

Each Unit will consist of one ordinary share, one right

(“Public Right”) and one redeemable Public Warrant.

Each Public Right will convert into one-tenth

(1/10) of one ordinary share.

Each Public Warrant will entitle the holder to purchase one-half of one ordinary share at an exercise price

of $ 11.50 per whole share (see Note 7).

the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire

and be worthless.

Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation

of an initial Business Combination, the management determined that the Rights are classified within shareholders’ equity upon their issuance in accordance with ASC 815-40.

The proceeds from the sale are allocated to Public Shares and

Rights based on the relative fair value of the securities in accordance with ASC 470-20-30.

The value of the Public Shares and Rights

will be based on the closing price paid by investors.

Company paid an upfront underwriting discount of $ 805,000 ( 1.75 %) of the per unit offering price to the underwriter at the closing of

the Public Offering, with an additional fee of $ 1,150,000 (the “Deferred Discount”) of 2.5 % of the gross offering proceeds

payable upon the Company’s completion of the Business Combination.

The Deferred Discount will become payable to the underwriter

from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

In the event that the

Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Discount.

The underwriter

is not entitled to any interest accrued on the Deferred Discount.

5 – PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 Private Units

at a price of $ 10.00 per Private Unit, ($ 2,250,000 in the aggregate), from the Company in a private placement.

The proceeds from the

sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

The Private Units

are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as

described in Note 8.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale

of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the

Private Units and underlying securities will be worthless.

6 – RELATED PARTY TRANSACTIONS

May 2018, the Company issued one ordinary share to the Sponsor for no consideration.

On August 21, 2019, the Company cancelled the

one share for no consideration and the Sponsor purchased 1,150,000 ordinary

shares for an aggregate price of $ 25,000 .

The 1,150,000 founder

shares was for purposes hereof referred to as the “Founder Shares”.

founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted

transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) six months after the date of the consummation of a

Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per

share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading

day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the

date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates

a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

from A Related Party

of December 31, 2021 and 2020, the Sponsor had advanced the Company an aggregate of $ 373,421 and $ 26,750 , respectively.

are non-interest bearing and due on demand.

June 10, 2019, as amended on January 16, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the

Company may borrow up to an aggregate principal amount of $ 450,000 (the “Promissory Note”).

The Promissory Note is non-interest

bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering (see Note 3).

outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on February 11, 2021.

Percent of shares owned by VIYI shareholders

Percent of shares owned by underwriter

Percent of shares owned by Venus

Percent of shares owned by Joyous JD limited

Note 4 — Variable interest entity (“VIE”)

Shenzhen Weiyixin entered into Contractual Arrangements with Shenzhen Yitian on December 24, 2020.

The significant terms of these Contractual Arrangements are summarized in “Note 1 — Nature of business and organization” above.

As a result, prior to April 1, 2022, the Company classifies Shenzhen Yitian as VIE was consolidated in the consolidated financial statements based on the structure as described in Note 1.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity.

The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE.

Shenzhen Weiyixin is deemed to have a controlling financial interest and be the primary beneficiary of Shenzhen Yitian because it has both of the following characteristics:

The power to direct activities at Shenzhen Yitian that most significantly impact such entity’s economic performance, and

The right to receive benefits from Shenzhen Yitian that could potentially be significant to such entity.

Pursuant to the Contractual Arrangements, Shenzhen Yitian pays service fees equal to all of its net income to Shenzhen Weiyixin.

The Contractual Arrangements are designed so that Shenzhen Yitian operate for the benefit of Shenzhen Weiyixin and ultimately, the Company.

Accordingly, the accounts of Shenzhen Yitian were consolidated in the accompanying financial statements as VIE of Shenzhen Weiyixin from December 24, 2020 forward and retroactively as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.

Under the VIE Arrangements, the Company has the power to direct activities of Shenzhen Yitian and can have assets transferred out of Shenzhen Yitian.

Therefore, the Company considers that there is no asset in Shenzhen Yitian that can be used only to settle obligations of Shenzhen Yitian, except for registered capital and PRC statutory reserves, if any.

As Shenzhen Yitian is incorporated as limited liability company under the Company Law of the PRC, creditors of the Shenzhen Yitian do not have recourse to the general credit of the Company for any of the liabilities of Shenzhen Yitian.

In the opinion of management and the Company’s PRC counsel, (i) the ownership structure of the Company is in compliance with existing PRC laws and regulations;

(ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect;

and (iii) the business operations of Shenzhen Yitian and the VIE are in compliance with existing PRC laws and regulations in all material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations.

Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management.

If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations.

In the opinion of management and the Company’s PRC counsel, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.

On April 1, 2022, VIYI terminated the agreements under the VIE structure with Shenzhen Yitian.

Shenzhen Yitian’s original shareholders transferred their respective ownership to VIYI WFOE and VIYI WFOE obtained 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022.

The reorganization has no effect on the consolidated financial statements as Shenzhen Yitian has been under common control of VIYI Cayman that there is no change of reporting entities.

The carrying amount of the consolidated assets and liabilities are as follows:

Schedule of Variable interest entity

Current assets

Property and equipment, net

Other noncurrent assets

Total liabilities

Current liabilities:

Accounts payable

Other payables and accrued liabilities

Due to WiMi Inc.

Operating lease liabilities

Taxes payable

Total current liabilities

Total liabilities

The summarized operating results of the VIE are as follows:

Jan 1, 2022 to

Operating revenues

Income from operations

The summarized statements of cash flow of the VIE are as follows:

Jan 1, 2022 to

Net cash used in operating activities

Net cash used in investing activities

Effect of exchange rates change in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Note 5 — Business combination

Acquisition of Shanghai Guoyu

On July 1, 2021, Weidong acquired 99 % interest of Shanghai Guoyu Information Technologies Co., Ltd (“Shanghai Guoyu”).

The remaining 1 % of Shanghai Guoyu is acquired by YY Online.

The aggregate purchase price is RMB 20,000,000 ($ 3,090,760 ).

On July 19, 2021 Shanghai Guoyu established 100% owned subsidiary Kashi Guoyu Information Technologies Co., Ltd (“Kashi Guoyu”).

On July 14, 2021, Weidong transferred its 100% equity interest of Horgas 233 and Horgas Weidong to Shanghai Guoyu.

Shanghai Guoyu is committed to the R&D and application of intelligent visual algorithm technology, using image recognition, data analysis and modeling, virtual imaging, visual artificial intelligence algorithm and other technologies, integrating algorithm and data processing capabilities, and integrating functions from data processing to algorithm application, so as to provide customers with a full stack of intelligent visual algorithm services.

At present, Shanghai Guoyu mainly serves the Internet marketing industry.

The development of Shanghai Guoyu’s business is closely related to the progress and development of the computer vision industry and the Internet marketing industry.

The Company’s acquisition of Shanghai Guoyu was accounted for as business combination in accordance with ASC 805.

The Company then allocated the fair value of consideration of Shanghai Guoyu based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.

The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach.

Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers.

Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Shanghai Guoyu based on valuation performed by an independent valuation firm engaged by the Company and translated the fair value from USD to RMB using the exchange rate on July 1, 2021 at the rate of USD 1.00 to RMB 6.4709 .

Schedule of recognized identified assets acquired and liabilities assumed

Deferred tax liabilities

Total consideration

Software consists of mainly data algorithm software, with a fair value of $ 1,383,888 and estimated finite useful life of 6 years.

The amount of sales and net income what resulted from the acquisition and included in the consolidated statements of income and comprehensive income during the year ended December 31, 2021 were immaterial.

The amount of revenue and net loss what resulted from the acquisition were approximately $ 4.0 million and $ 0.2 million during years ended December 31, 2022.

Acquisitions of Tapuyu and Pengcheng Keyi

On November 17, 2021, Viwotong Tech entered into Acquisition Framework Agreement to acquire 100% equity interests of Guangzhou Tapuyu Internet Technology Co., Ltd.

(“Tapuyu”), a provider of advertising services.

The aggregate purchase price is RMB 2 (USD 0.3) and the transaction consummated on November 19, 2021.

On November 17, 2021, Viwotong Tech entered into Acquisition Framework Agreement to acquire 100% equity interests of Pengcheng Keyi (Xi’an) Intelligence Technology Co., Ltd.

(“Pengcheng Keyi”), a provider of testing equipment development and sales.

The aggregate purchase price is RMB 2 (USD 0.3) and the purchase consummated on December 7, 2021.

The Company’s acquisitions of Tapuyu and Pengcheng Keyi were accounted for as business combination in accordance with ASC 805.

The Company then allocated the fair value of consideration of Tapuyu and Pengcheng Keyi based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.

Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition.

Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Tapuyu and translated the fair value from USD to RMB using the exchange rate on November 19, 2021 at the rate of USD 1.00 to RMB 6.3825 and the net purchase price allocation on the date of the acquisition of Pengcheng Keyi and translated the fair value from USD to RMB using the exchange rate on December 7, 2021 at the rate of USD 1.00 to RMB 6.3738 .

Schedule of recognized identified assets acquired and liabilities assumed

Other current assets

Current liabilities

Total consideration

On July 1, 2022, Viwo Technology Inc.

entered into an equity transfer agreement to transfer 99.0% and 1.0% of the issued share capital of Pengcheng Keyi to two unrelated individuals at RMB 1.0 and RMB 0.1, respectively.

The disposal resulted in a gain from disposal of approximately $ 10,000 .

Acquisitions of Bimai

On September 23, 2022, Viwotong Tech entered into Acquisition Framework Agreement to acquire 100% equity interests of Guangzhou Bimai Network Technology Co., Ltd.

(“Bimai”), a provider of advertising services.

The aggregate purchase price is RMB 2 (USD 0.3) and the transaction consummated on September 23, 2022.

The Company’s acquisitions of Bimai accounted for as business combination in accordance with ASC 805.

The Company then allocated the fair value of consideration of Bimai based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.

Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition.

Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Bimai and translated the fair value from USD to RMB using the exchange rate on September 23, 2022 at the rate of USD 1.00 to RMB 6.9920 and the net purchase price allocation on the date of the acquisition.

Schedule of recognized identified assets acquired and liabilities assumed

Other current assets

Current liabilities

Total consideration

The amount of revenue and net loss that resulted from the acquisitions were approximately $ 0.7 million and $ 0.1 million during the years ended December 31, 2022.

Note 6 — Short term investments

As of December 31, 2021 and 2022, short term investments amounted to nil 0 and nil 0 , respectively.

During the years ended December 31, 2022, the Company invested a total of $ 16.3 million in marketable securities and redeemed approximately $16.2 million.

The fair value change resulted in loss of approximately $ 0.1 million for the year ended December 31, 2022.

During the years ended December 31, 2021, the Company invested a total of $ 15.7 million in marketable securities and redeemed approximately $ 16.0 million.

The fair value change resulted in loss of approximately $ 0.3 million for the year ended December 31, 2021.

Note 7 — Accounts receivable, net

Accounts receivable, net consisted of the following:

Schedule of Accounts receivable, net

Accounts receivable

allowance for doubtful accounts

Accounts receivable, net

The following table summarizes the changes in allowance for doubtful accounts:

Schedule of changes in allowance for doubtful accounts

Beginning balance

Effect of exchange rates change

Ending balance

Allowance for doubtful accounts net for the years ended December 31, 2021 and 2022 amounted to $ 225,858 and $ 897,134 , respectively.

Note 8 — Property and equipment, net

Property and equipment, net consist of the following:

Schedule of Property and equipment, net

Office electronic equipment

Office fixtures and furniture

Leasehold improvements

accumulated depreciation

Depreciation expense for the years ended December 31, 2021 and 2022 amounted to $ 20,556 and $ 63,320 , respectively.

Impairment expenses amounted to nil and $ 20,324 for the years ended December 31, 2021 and 2022, respectively.

Note 9 — Intangible assets, net

The Company’s intangible assets with definite useful lives primarily consist of copyrights, non-compete agreements and technology know-hows.

The following table summarizes acquired intangible asset balances as of:

Schedule of Intangible assets, net

Customer relationships

Non-compete agreements

Technology know-hows

Software copyright

accumulated amortization

Intangible assets, net

Amortization expense for the years ended December 31, 2021 and 2022 amounted to $ 1.5 million and $ 1.3 million, respectively.

The Company performs annual impairment analysis as of December 31, 2022 and concludes there was $ 1,996,029 impairment loss for intangible assets for semiconductor segment due to reducing sales forecast as of December 31, 2022 as our carrying value exceeds the fair value.

The estimated amortization is as follows:

Schedule of estimated annual amortization expense

Twelve months ending December 31,

Note 10 — Cost method investments

Cost method investments consist of the following:

Schedule of cost method investments

5.0% Investment in a company in mobile games industry

5.0% Investment in a company in central processing advertising algorithm services

During the years ended December 31, 2021 and 2022, the Company’ cost method investments amounted to $ 94,107 and $ 172,300 , respectively.

Note 11 — Goodwill

Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition.

Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred.

The following table summarizes the components of acquired goodwill balances as of:

Schedule of Goodwill

Goodwill from Shenzhen Yitian acquisition (a)

Goodwill from Fe-da Electronics acquisition (b)

Goodwill from Shanghai Guoyu acquisition (c)

Goodwill represents the excess fair value of consideration over the identifiable assets of Shenzhen Yitian acquired by Beijing WiMi in 2015 for the central processing algorithm services segment.

VIYI acquired Fe-da Electronics in 2020 to acquire 100% of the capital stock of Fe-da Electronics for a net consideration of approximately $22.6 million.

The excess fair value of consideration over the identifiable assets acquired of approximately $5.3 million was allocated to goodwill for the intelligent chips and services segment.

Impairment loss of $5.3 million was recognized for the year ended December 31, 2022 because of market change that affect the demand of products.

Its customers are mainly in consumer electronics and communication which has faced slowdown in consumer demand for electronic gadget.

Weidong and YY Online acquired Shanghai Guoyu in 2021 to acquire 100% of the capital stock of Shanghai Guoyu for a net consideration of $2.1 million.

The excess fair value of consideration over the identifiable assets acquired of $16.7 million was allocated to goodwill for the central processing algorithm services segment.

The changes in the carrying amount of goodwill allocated to reportable segments As of December 31, 2021 and 2022 are as follows:

Schedule of changes in the carrying amount of goodwill

Central processing

algorithm services

Intelligent chips

As of December 31, 2020

31, 2021 and 2020, the principal amount due and owing under the Promissory Note was $ 0 and $ 228,483 respectively.

Administrative

Services Agreement

affiliate of the Sponsor agreed, commencing on February 8, 2021 through the earlier of the Company’s consummation of a Business

Combination and its liquidation, to make available to the Company certain general and administrative services, including office space,

utilities and administrative services, as the Company may require from time to time.

The Company has agreed to pay the affiliate of the

Sponsor $ 10,000 per month for these services.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Units at a price of $ 10.00 per Unit.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Party Extensions Loan

discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional

month (for a total of 21 months to complete a Business Combination).

In order to extend the time available for the Company to consummate

a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 153,333 (approximately $ 0.033

per Public Share), up to an aggregate of $ 1,380,000 , or $ 0.30 per public share, on or prior to the date of the applicable deadline, for

each one month extension.

Any such payments would be made in the form of a loan.

The terms of the promissory note to be issued in connection

with any such loans have not yet been negotiated.

If the Company completes a Business Combination, the Company would repay such loaned

amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the

Company will not repay such loans.

Furthermore, the letter agreement with the shareholders contains a provision pursuant to which the

Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete

a Business Combination.

February 11, 2022, the Company issued an unsecured promissory note, each in an amount of $ 153,333 to the Sponsor, pursuant to which

such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination

until March 11, 2022 (see Note 9).

The Notes are non-interest bearing and are payable upon the closing of a business combination.

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

7 – SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue 50,000,000

ordinary shares, with a par value of $ 0.001 per

Holders of the ordinary shares are entitled to one vote for each ordinary share.

At December 31, 2021, there were 1,450,000

ordinary shares issued and outstanding, excluding 4,600,000

ordinary shares subject to possible redemption (assuming all the units were separated into their component parts on such date).

— Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even

if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued

upon exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional

shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price

paid for by investors in the Initial Public Offering.

If the Company enters into a definitive agreement for a Business Combination in

which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same

per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis

and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right

(without paying additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except to the extent

held by affiliates of the Company).

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally, in no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire

public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject

to adjustment as described in this prospectus.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for

a whole number of shares.

acquisition of Shanghai Guoyu

goodwill impairment of Fe-da Electronics

Translation difference

As of December 31, 2021

goodwill impairment of Fe-da Electronics

Translation difference

As of December 31, 2022

Note 12 — Related party transactions and balances

Amounts due to Parent are those nontrade payables arising from transactions between the Company and the Parent, such as advances made by the Parent on behalf of the Company, and allocated shared expenses paid by the Parent.

Those balances are unsecured and non-interest bearing and are payable on demand.

Schedule of related parties

Amount due from Parent

Amount due to Parent

Amount due to a related party-Joyous Dragon

During years ended December 31, 2021 and 2022 the Company obtained approximately $ 3.2 million and $ 12.5 million from Parent and repaid $ 4.5 million and $ 29.9 million and provided additional $ 5.7 million to Parent.

Joyous Dragon is a non controlling shareholder of MicroAlgo.

This amount represents advance to Venus Acquisition Corp prior to the merger.

The amount was non interest bearing and due on demand.

Note 13 — Taxes

Cayman Islands

Under the current laws of the Cayman Islands, VIYI and Wisdom Lab are not subject to tax on income or capital gain.

Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

VIYI Ltd, Excel Crest and Viwo Tech are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 % in Hong Kong.

The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception.

Under Hong Kong tax law, VIYI Ltd, Excel Crest, Viwo Tech are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

Fe-da Electronics is incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws.

The applicable tax rate is 17% in Singapore, with 75% of the first SGD 10,000 (approximately RMB 49,000) taxable income and 50% of the next SGD 190,000 (approximately RMB 937,000) taxable income are exempted from income tax.

The subsidiaries and VIE incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.

Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis.

EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”).

Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years.

In addition, 75% of R&D expenses of the PRC entities are subject to additional deduction from pre-tax income.

Korgas 233, Korgas Weidong and Kashi Guoyu were formed and registered in Korgas and Kashi in Xinjiang Provence, China in 2017, 2020 and 2021.

These companies are not subject to income tax for 5 years and can obtain another two years of tax exempt status and three years at reduced income tax rate of 12.5% after the 5 years due to the local tax policies to attract companies in various industries.

Shenzhen Qianhai was formed and registered in Qianhai District in Guangdong Provence, China in 2015.

The company is subject to income tax at a reduced rate of 15% due to the local tax policies to attract companies in various industries.

The reduced rate benefit will expire in December 2025.

The effective tax rates is 1.0% and (3.6)% for the years ended December 31, 2021 and 2022.

Significant components of the provision for income taxes are as follows:

Schedule of components of the provision for income taxes

Current income tax expenses

Deferred income tax benefits

Income tax expenses

The following table reconciles China statutory rates to the Company’s effective tax rate:

Schedule of effective income tax rate reconciliation

China statutory income tax rate

Preferential tax rate in China

Tax rate difference outside China (1)

Change in valuation allowance

Additional R&D deduction in China

Permanent difference

Effective tax rate

It is mainly due to the lower tax rate of the entities incorporated in Hong Kong, Singapore, and tax exempt in Cayman Islands.

Deferred tax assets and liabilities

Significant components of deferred tax assets and liabilities were as follows:

Schedule of deferred tax assets and liabilities

Deferred tax assets:

Net operating loss carryforwards

Allowance for doubtful accounts

valuation allowance

Deferred tax assets, net

Deferred tax liabilities:

Recognition of intangible assets arising from business combinations

Total deferred tax liabilities, net

The Company evaluated the recoverable amounts of deferred tax assets, and provided a valuation allowance to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized.

The Company considers both positive and negative factors when assessing the future realization of the deferred tax assets and applied weigh to the relative impact of the evidences to the extent it could be objectively verified.

The Company’s cumulative net operating loss (“NOL”) of approximately $ 9.8 million as of December 31, 2022 was mainly from NOL of Fe-da, Shenzhen Qianhai Wangxin, Shenzhen Yitian, Shanghai Weimu, Wuhan 233, Shanghai Guoyu and Bimai.

The NOL starts to expire in 2023.

Management considers projected future losses outweighs other factors and made a full allowance of related deferred tax assets.

The Company recognized deferred tax liabilities related to the excess of the intangible assets reporting basis over its income tax basis as a result of fair value adjustment from acquisitions in 2015.

The deferred tax liabilities will reverse as the intangible assets are amortized for financial statement reporting purposes.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions.

As of December 31, 2021 and 2022, the Company did no t have any significant unrecognized uncertain tax positions.

The Company did no t incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2021 and 2022 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2022.

Value added taxes (“VAT”) and goods and services taxes (“GST”)

Revenue represents the invoiced value of service, net of VAT or GST.

The VAT and GST are based on gross sales price and VAT rates range up to 13 % in China, depending on the type of service provided or product sold, and GST rate is generally 7% in Singapore.

Taxes payable consisted of the following:

Schedule of Taxes payable

VAT taxes payable

Income taxes payable

Other taxes payable

Note 14 — Concentration of risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash.

In China, the insurance coverage of each bank is RMB 500,000 (approximately USD 72,000 ).

As of December 31, 2022, cash balance of $ 21,598,231 was deposited with financial institutions located in China, of which $18,003,223 was subject to credit risk.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately USD 64,000) if the bank with which an individual/a company hold its eligible deposit fails.

As of December 31, 2022, cash balance of $ 20,388,504 was maintained at financial institutions in Hong Kong, of which nil was subject to credit risk.

The Singapore Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to SGD 75,000 (approximately USD 56,000) per account.

As of December 31, 2022, cash balance of $ 459,262 was maintained at DI Scheme banks in Singapore, of which $330,758 was subject to credit risk.

While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB.

RMB is not freely convertible into foreign currencies.

In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the PBOC.

Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

To the extent that the Company needs to convert U.S.

dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S.

dollar would have an adverse effect on the RMB amount the Company would receive from the conversion.

Conversely, if the Company decides to convert RMB into U.S.

dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S.

dollar against RMB would have a negative effect on the U.S.

dollar amount available to the Company.

Customer concentration risk

For the year ended December 31, 2021, one customer accounted for 23.9 % of the Company’s total revenues.

For the year ended December 31, 2022, one customer accounted for 18.5 % of the Company’s total revenues.

As of December 31, 2021, three customers accounted for 46.1 % of the Company’s accounts receivable.

As of December 31, 2022, two customers accounted for 57.8 % of the Company’s accounts receivable.

Vendor concentration risk

For the year ended December 31, 2021, three vendors accounted for 61.2 % of the Company’s total purchases.

For the year ended December 31, 2022, one vendor accounted for 11.3 % of the Company’s total purchases.

As of December 31, 2021, six vendors accounted for 95.8 % of the Company’s accounts payable.

As of December 31, 2022, three vendors accounted for 82.4 % of the Company’s accounts payable.

Note 15 — Leases

Lease commitments

The Company determines if a contract contains a lease at inception.

US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes.

The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty.

All of the Company’s real estate leases are classified as operating leases.

The Company has entered into eight non-cancellable operating lease agreements for ten office spaces expiring through December 2023.

As of December 31, 2020, upon adoption of FASB ASU 2016-02, the Company recognized approximately RMB 2.7 million right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using a weighted average discount rate of 7 %, which is determined using an incremental borrowing rate with similar term in the PRC.

Two ROU assets and lease liabilities were recognized during the years ended December 31, 2022.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The leases generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 1 year.

The Company takes the short-term lease exemption for the lease agreements with a term of less than 1 year and expensed $ 42,844 and $ 100,988 during the years ended December 31, 2021 and 2022, respectively.

Operating lease expenses are allocated between the cost of revenue and selling, research and development, general, and administrative expenses.

Rent expenses for the years ended December 31, 2021 and 2022 was $ 239,983 and $ 245,573 , respectively.

Impairment of right of use assets amounted for the years ended December 31, 2021 and 2022 was nil and $ 22,456 , respectively.

The maturity of the Company’s operating lease obligations is presented below:

Schedule of operating lease obligations

Twelve Months Ending December 31,

Total lease payments

Present value of lease liabilities

include operating leases with a term less than one year.

Note 16 — Shareholders’ equity

Ordinary shares

The Company was established under the laws of Cayman Islands on May 14, 2018 with authorized share of 50,000,000 ordinary shares of par value USD 0.001 each.

On February 11, 2021, the Company consummated the IPO of 4,000,000 units (the “Units”).

In addition, the underwriters exercised in full the over-allotment option for an additional 600,000 Units on such date, resulting in the issuance and sale of an aggregate of 4,600,000 Units.

Each Unit consists of one ordinary share, par value $0.001 per share (“Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Share at a price of $11.50 per Share, and one right to receive one-tenth (1/10) of one Share upon the consummation of the Company’s initial business combination.

Simultaneously with the closing of the Initial Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 Private Units at a price of $ 10.00 per Private Unit, ($ 2,250,000 in the aggregate), from the Company in a private placement.

As of December 31, 2022, the Company had 4,600,000 Public Warrants and 225,000 Private Warrants outstanding.

See Note 17 for further details.

Statutory reserve

VIYI PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.

In addition, VIYI PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion.

VIYI PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion.

The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.

As of December 31, 2021 and 2022, VIYI PRC entities collectively attributed $ 1,420,145 and RMB 11,964,278 (USD 1,798,310 ), of retained earnings for their statutory reserves, respectively.

During the years ended December 31, 2021 and 2022, VIYI PRC entities collectively attributed $ 690,674 and RMB 2,453,576 (USD 378,165 ) to statutory reserves, respectively.

Restricted assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary.

Relevant PRC statutory laws and regulations permit payments of dividends by VIYI PRC entities only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S.

GAAP differ from those reflected in the statutory financial statements of VIYI PRC entities.

As a result of the foregoing restrictions, VIYI PRC entities are restricted in their ability to transfer their assets to the Company.

Foreign exchange and other regulation in the PRC may further restrict VIYI PRC entities from transferring funds to the Company in the form of dividends, loans and advances.

As of December 31, 2022, amounts restricted are the paid-in-capital and statutory reserve of VIYI PRC entities, which amounted to RMB 201,281,466 (USD 28,900,650 ).

Note 17 — Warrants

Public Warrants

Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject to adjustment as described in this prospectus.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised at any given time by a warrant holder.

public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary

shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

It is the Company’s current

intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants

and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.

Notwithstanding

the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective

within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is

an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,

exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

In such event, each

holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by

dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise

price of the warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value.

The “Fair Market Value”

shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of

For example, if a holder held 300 warrants to purchase 150 shares and the Fair Market Value on the date prior to exercise was

$15.00, that holder would receive 35 shares without the payment of any additional cash consideration.

If an exemption from registration

is not available, holders will not be able to exercise their warrants on a cashless basis.

The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12

months from the effective date of the registration statement relating to the IPO.

The warrants will expire at 5:00 p.m., New York City

time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued

to Ladenburg Thalmann & Co., Inc.,), in whole and not in part, at a price of $0.01 per warrant:

any time while the Public Warrants are exercisable,

not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within

a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such

warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter

until the date of redemption.

the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her

or its warrant prior to the scheduled redemption date.

However, the price of the ordinary shares may fall below the $18.00 trigger price

as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete

the redemption.

redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium

to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise

price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below

the exercise price of the warrants.

the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish

to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering

the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary

shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “Fair Market Value”

(defined below) by (y) the Fair Market Value.

The “Fair Market Value” shall mean the average reported last sale price of

the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent

to the holders of warrants.

Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless

basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption,

the Company’s cash needs at such time and concerns regarding dilutive share issuances.

8 – FAIR VALUE MEASUREMENTS

fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that

the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities

in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize

the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order

to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

Schedule of Company's assets that are measured at fair

value on a recurring basis

Quoted Prices In

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Treasury Securities held in Trust Account*

Warrant liabilities

in cash and investments held in trust account on the Company’s consolidated balance sheet.

private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated

balance sheets.

Company determined the initial fair value for the private warrants at $380,000 on February 11, 2021, the date of the Company’s

Initial Public Offering, using a Black-Scholes model.

The Company allocated the proceeds received from the sale of Private Units, first

to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary

shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date.

No public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value.

The “Fair Market Value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise.

For example, if a holder held 300 warrants to purchase 150 shares and the Fair Market Value on the date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration.

If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the IPO.

The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Ladenburg Thalmann & Co., Inc.,), in whole and not in part, at a price of $0.01 per warrant:

at any time while the Public Warrants are exercisable,

upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 20 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date.

However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption.

The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If the Company call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

Private Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 Private Units at $ 10.0 per unit, purchased by the sponsor.

The Private Units are identical to the units sold in the Initial Public Offering except that the warrants included in the Private Units (the “Private Warrants”) and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets.

The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:

Schedule of binomial model and Black-Scholes model

(Initial measurement)

The Company established the initial fair value for the private warrants at $ 380,000 on February 11, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes model.

The Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date.

The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The key inputs into the Black-Scholes model were as follows at their following measurement dates:

Schedule of Black-Scholes model

Risk-free interest rate

Exercise price

of December 31, 2021, the aggregate value of the Private Warrants was $ 0.41 million.

The change in fair value from February 11, 2021

to December 31, 2021 was approximately $ 30,000 .

the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair

value requires more judgment.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower

than the values that would have been used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised

by the Company in determining fair value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of

the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires

significant judgment or estimation.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed

each period based on changes in estimates or assumptions and recorded as appropriate.

Warrant life (yr)

As of December 09, 2022, the aggregate value of the private warrants was $ 123,750 .

The change in fair value from January 1, 2022 to December 9, 2022 was approximately $0.3 million was included in the historical retained earnings (accumulated deficits) of Venus.

The fair value of the warrants on December 31, 2022 was nil.

The change in fair value of warrants of $ 123,750 from December 09, 2022 to December 31, 2022 and is reflected in the Company's Statement of Operations.

Note 18 — Commitments and contingencies

Contingencies

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.

Coronavirus (“COVID-19”)

The ongoing outbreak of the novel coronavirus (COVID-19) has spread rapidly to many parts of the world.

In March 2020, the World Health Organization declared the COVID-19 as a pandemic.

The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China from February to mid-March in 2020.

All of the Company’s business operations and the workforce are concentrated in China in 2020, so the Company closed offices and implemented work-from-home policy during that period.

Due to the nature of the Company’s business, the impact of the closure on the operational capabilities was not significant.

As a result of the resurgence of COVID-19 variants in first quarter of 2022 in China, the Company’s office in the PRC was again closed for one week in first quarter of 2022.

The Company’s customers have been impacted as a result of business disruption due to closures in various cities and affected their customers’ advertising spending.

As a result, VIYI experienced lower revenue growth on advertising which affected VIYI’s gross margin.

In early December 2022, Chinese government eased the strict control measure for COVID-19, which has led to surge in increased infections and disruption in our business operations.

Any future impact of COVID-19 on the Company’s China operation results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which are beyond our control.

Note 19 — Segments

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group.

The Company has determined that it has two operating segments:

(1) central processing algorithm services and (2) intelligent chips and services.

The following tables present summary information by segment for the years ended December 31, 2021 and 2022:

Schedule of segments

Total for the

Cost of revenues

Depreciation and amortization

Total capital expenditures

Total for the

Cost of revenues

Depreciation and amortization

Total capital expenditures

Total assets as of:

Central processing algorithm services

Intelligent chips and services

The Company’s operations are primarily based in the mainland PRC and international, where the Company derives a substantial portion of their revenues.

Management also review consolidated financial results by business locations.

Disaggregated information of revenues by geographic locations are as follows:

Schedule of Disaggregation

Total for the

Mainland PRC revenues

Hong Kong revenues

International revenues

Total revenues

Note 20 — Subsequent events

The Company evaluated all events and transactions that occurred after December 31, 2022 up through the date the Company issued these consolidated financial statements.

On January 13, 2023, MicroAlgo Inc.

(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.

In connection with the private placement, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company will file with the U.S.

Securities and Exchange Commission (the “SEC”) a registration statement covering the Registrable Securities within a reasonable timeframe upon the demand of the Investor.

The Company shall use reasonable efforts to cause the registration statement covering the Registrable Securities to be declared effective as promptly as practicable after the filing thereof.

Note 21 — Condensed financial information of the parent company

The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company.

The subsidiary did not pay any dividend to the Company for the periods presented.

For the purpose of presenting parent only financial information, the Company records its investment in its subsidiary under the equity method of accounting.

Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income of the subsidiary is presented as “share of income of subsidiary”.

Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S.

GAAP have been condensed and omitted.

The Company did not have significant capital and other commitments, long-term obligations, or guarantees As of December 31, 2021 and 2022.

PARENT COMPANY BALANCE SHEETS

Schedule of Condensed Balance Sheets

CURRENT ASSETS

Total current assets

Investment in subsidiaries

Intercompany receivables

Total current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Other payables - related party

Total current liabilities

Total liabilities

COMMITMENTS AND CONTINGENCIES

and Uncertainties

has evaluated the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus

could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company,

there has been a significant impact as of the date of these consolidated financial statements.

The consolidated financial statements

do not include any adjustments that might result from the future outcome of this uncertainty.

holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and

all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment

of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the

effective date of this Initial Public Offering.

In addition, the holders have certain “piggy-back” registration rights with

respect to registration statements filed subsequent to our consummation of a business combination.

We will bear the expenses incurred

in connection with the filing of any such registration statements.

Company terminated into short-term agreements for temporary office space.

For the years ended December 31, 2021 and 2020, the Company

incurred rent expense of $ 6,109 and $ 23,639 , respectively.

underwriters are entitled to a deferred fee of 2.5 % of the gross proceeds of the Initial Public Offering, or $ 1,150,000 .

fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms

of the underwriting agreement.

June 10, 2021, the Company, VIYI, Merger Sub, and WiMi, entered into the Merger Agreement.

WiMi holds approximately 73% of the share

capital of VIYI.

to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands

Companies Act (as revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and

into VIYI, with VIYI being the surviving entity and becoming a wholly owned subsidiary of the Company on the terms and subject to the

conditions set forth in the Merger Agreement and simultaneously with the closing the Company will change our name to “MicroAlgo

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

contemplated by it.

to the Merger Agreement, the merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free

reorganization.

The terms of the merger provide for a valuation of VIYI and its subsidiaries and businesses of $ 400,000,000 .

Based upon a per share value of $ 10.10

per share, the VIYI stockholders will receive approximately 39,600,000

ordinary shares of the Company which will represent approximately 85% of the combined outstanding shares following the closing,

assuming no redemptions by our stockholders and assuming conversion of our outstanding rights into 485,000 ordinary shares.

Currently, there are 6,050,000

ordinary shares of the Company issued and outstanding (including 4,600,000

ordinary shares subject to possible redemption) (assuming all the units were separated into their component parts on such date).

the effective time of the Merger Agreement, all outstanding options and other convertible securities of VIYI will be cancelled or converted

into ordinary shares of VIYI and exchanged for the Company’s ordinary shares as part of the consideration described above.

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

Investments Limited, dated as of June 10, 2021.

On January 24, 2022, the Company agreed with Ever Abundant Investments Limited to

terminate the backstop agreement.

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

The purposes of the

amendment were to:

extend the outside termination date of the proposed merger to June 30, 2022;

provide for the termination of the original backstop agreement and the execution of the new backstop agreement with the majority shareholder

acknowledge the existence of new potential governmental approvals required under recent changes in China law.

to the amendment to the Merger Agreement, on January 24, 2022, the Company entered into a backstop agreement with WiMi.

Under the new

agreement, WiMi agreed to purchase (i) ordinary shares in open market transactions in connection with any tendered or proposed redemptions,

and (ii) from the Company ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933,

Any purchases, either from our shareholders seeking to redeem ordinary shares, or from the Company are limited to up to $15

million in gross amount.

WiMi has agreed that any ordinary shares acquired by it will not be subject to redemption under the Company’s

corporate organizational documents and also waived any claims against our Trust Account.

of the transactions contemplated by the Merger Agreement are subject to customary conditions of the respective parties, including the

approval of the Merger Agreement by the Company’s shareholders, and minimum net tangible assets immediately after the closing.

Other than as specifically discussed, this report does not assume the closing of the business combination with VIYI.

10 – SUBSEQUENT EVENTS

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated

all events or transactions that occurred after December 31, 2021, up through the date the Company issued the consolidated financial statements.

January 24, 2022, Venus, VIYI and WiMi entered into an amendment to the Merger Agreement.

The purposes of the amendment were to:

the outside termination date of the proposed merger to June 30, 2022;

for the termination of the existing backstop agreement and the new backstop agreement with

the majority shareholder of VIYI as described below in this Form 8-K;

iii) acknowledge

the existence of new potential governmental approvals under recent changes in China law.

On February 11, 2022, the Company

elected to extend the date by which it is required to complete a business combination to March 11, 2022 and deposited $ 153,333 into its

Trust Account.

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

to April 11, 2022 and deposited $ 153,333 into its Trust Account.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORPORATION

Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

Executive Officer and Chairman

Executive Officer)

Financial Officer

Accounting Officer)

SHAREHOLDERS’ EQUITY

Ordinary shares, $ 0.001 par value, 50,000,000 shares authorized, 39,603,961 and 43,856,706 issued and outstanding as of December 31, 2021 and 2022

Additional paid-in capital

Retained earnings

Statutory reserves

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities and shareholders’ equity

PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

Schedule of Condensed Statements of Income And Comprehensive Income

OPERATING REVENUES

COST OF REVENUES

OPERATING EXPENSES

General and administrative expenses

Total operating expenses

INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE)

Income (loss) from subsidiaries

Total other income (loss)

NET INCOME (LOSS)

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS

COMPREHENSIVE INCOME (LOSS)

PARENT COMPANY STATEMENTS OF CASH FLOWS

Schedule of Condensed Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income to cash used in operating activities:

Change in fair value of warrant liability

Equity (income) of subsidiaries

Change in operating assets and liabilities Intercompany

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash received from recapitalization

Net cash provided by financing activities

EFFECT OF EXCHANGE RATE ON CASH

CHANGES IN CASH

CASH AND CASH EQUIVALENTS, beginning of year

CASH AND CASH EQUIVALENTS, end of year

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures