Item 5.07. Submissions of Matters to a Vote of Security Holders.
As previously reported, on June 10, 2021, Venus Acquisition Corporation, a
Cayman Islands exempted company (the "Purchaser" or "Venus"), VIYI Algorithm
Inc., a Cayman Islands exempted company (the "VIYI" or the "Company"), Venus
Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary
of the Purchaser (the "Merger Sub"), and WiMi Hologram Cloud Inc. (the "WiMi" or
the "Majority Shareholder"), a Cayman Islands exempted company and the legal and
beneficial owner of 73% of the issued and outstanding voting securities of VIYI,
entered into a Merger Agreement (the "Merger Agreement"). After the consummation
of the Business Combination, the Company will be renamed "MicroAlgo Inc."
On October 21, 2022, at 10:00 a.m., Eastern time, the Company held an
Extraordinary General Meeting of its stockholders of record (the "Extraordinary
General Meeting"), at which the Company's stockholders of record voted on the
proposals set forth below, each of which is described in detail in the
Preliminary Proxy Soliciting materials filed with the Securities and Exchange
Commission (the "SEC") on September 19, 2022.
As of September 28, 2022, the record date for the Extraordinary General Meeting,
there were 6,050,000 shares of common stock, par value $0.001 per share, of the
Company (the "Company Common Stock") issued and outstanding and entitled to vote
at the Extraordinary Meeting. A total of 5,312,658 shares of the Company Common
Stock, representing approximately 87.81% of the issued and outstanding shares of
the Company Common Stock, were present in person by virtual attendance or
represented by proxy at the Extraordinary General Meeting, constituting a quorum
for the Extraordinary General Meeting. The final voting results for each
proposal submitted to the stockholders of record of the Company at the
Extraordinary General Meeting are included below.
Each of the proposals described below was approved by the Company's stockholders
of record. As of October 19, 2022, the end of the redemption period for the
shares of the Company Common Stock issued as part of the units in the Company's
initial public offering consummated on February 11, 2021, an aggregate of
4,547,395 shares of the Company ordinary shares were tendered for redemption in
connection with the Extraordinary General Meeting.
Proposal 1:
Approval of the Business Combination (the "Business Combination Proposal" or
"Proposal 1").
For Against Abstain
5,132,071 180,587 0
Proposal 2:
Approval of the appointment of five (5) members to the Board of directors of
Venus (the "Director Election Proposal" or "Proposal 2").
NOMINEES:
Name For Withhold
Jie Zhao 5,132,071 180,587
Min Shu 5,132,071 180,587
Shan Cui 5,312,658 0
Haixia Zhao 5,132,070 180,588
Wengang Kang 5,132,070 180,588
Proposal 3:
Approval for purposes of complying with the applicable provisions of Nasdaq
Listing Rule 5635(d), the issuance by Venus of an aggregate of 39,603,961 newly
issued Venus ordinary shares to the VIYI shareholders pursuant to the Merger
Agreement (the "Nasdaq Stock Issuance Proposal" or "Proposal 3").
For Against Abstain
5,132,071 180,587 0
1
Proposal 4:
Approval by way of amendments to increase the number of authorized ordinary
shares to 200,000,000 ordinary shares. For the purposes of the laws of the
Cayman Islands, the full text of the resolution is as follows: "RESOLVED, as an
ordinary resolution, that the authorized share capital of the Company be amended
from USD50,000 divided into 50,000,000 ordinary shares of par value USD0.001
each into USD200,000 divided into 200,000,000 ordinary shares of par value
USD0.001 each;" ("Share Increase Proposal" or "Proposal 4").
For Against Abstain
5,132,071 180,587 0
Proposal 5:
Approval by way of special resolution of amendments to Venus' memorandum and
articles of association to change its name to MicroAlgo Inc. For the purposes of
the laws of the Cayman Islands, the full text of the resolution is as follows:
"RESOLVED, as a special resolution, that the Company change its name from "Venus
Acquisition Corporation" to "MicroAlgo Inc." and, subject to the provisions of
the Companies Act (Revised), the change of name take effect immediately from the
passing this resolution;" (the "Name Change Proposal" or "Proposal 5").
For Against Abstain
5,132,071 180,587 0
Proposal 6:
Approval by way of special resolution of all other changes in connection with
the amendment, restatement and replacement of the Venus'memorandum and articles
of association including, among other things, (1) making New Venus' corporate
existence perpetual, and (2) removing certain provisions related to Venus'
status as a blank check company that will no longer be applicable upon
consummation of the Business Combination For the purposes of the laws of the
Cayman Islands, the full text of the resolution is as follows: "RESOLVED, as a
special resolution, that the Memorandum of Association and the Articles of
Association, copies of which are attached to the accompanying proxy statement,
be and are hereby adopted as the memorandum and articles of association of the
Company in substitution for and to the exclusion of the Company's existing
Memorandum of Association and Articles of Association;" (the "Articles Amendment
Proposal" or "Proposal 6").
For Against Abstain
5,132,071 180,587 0
Proposal 7:
Approval to adjourn the Extraordinary General Meeting under certain
circumstances, which is more fully described in the accompanying proxy
statement, which we refer to as the "Adjournment Proposal" or Proposal 7") and,
together with the Business Combination Proposal, the Director Election Proposal,
the Nasdaq Stock Issuance Proposal, the Share Increase Proposal, the Name Change
Proposal, the Articles Amendment Proposal and the Adjournment Proposal, the
"Proposals."
For Against Abstain
4,857,529 455,120 0
Because all of the other proposals had received the requisite approval, this
Proposal 7 was rendered moot and not voted at the Special Meeting.
2© Edgar Online, source Glimpses
VENS ACQU 
