Becker, a multi-practice commercial law firm with attorneys, lobbyists and other professionals at offices throughout the East Coast, successfully guided Venus Acquisition Corporation (“Venus”), a publicly-traded special purpose acquisition company, through merger talks with VIYI Algorithm Inc. (“VIYI Algo”), a Cayman Islands exempted company operating in China and controlled by WiMi Hologram Cloud, Inc.
The U.S. legal team, led by Brian Daughney and Bill Huo, was instrumental in securing a definitive merger agreement between the two entities, and providing a roadmap to successfully navigate the complex acquisition process. That process involves combining a newly-created subsidiary of Venus into VIYI Algo with VIYI Algo being the surviving entity and becoming a wholly owned subsidiary of Venus. Upon closing of the transaction, Venus will change its name to MicroAlgo Inc.
According to the merger agreement:
- The merger is structured as s stock for stock transaction and is intended to qualify as a tax-free reorganization. The terms of the merger provide for a valuation of VIYI Algo and its subsidiaries and businesses of $400,000,000. Based upon a per share value of $10.10 per share, the VIYI Algo stockholders will receive approximately 39,600,000 ordinary shares of Venus which will represent approximately 85% of the combined outstanding shares following the closing, assuming no redemptions by the Venus stockholders and assuming conversion of the Venus outstanding rights into 485,000 ordinary shares.
- The post-closing Board of Directors will consist of 5 members, four of whom will be nominated by VIYI Algo. In order to continue to satisfy Nasdaq Stock Market listing standards, at least 3 of the members will be independent in accordance with Nasdaq Listing rules.
- Venus has entered into a definitive and binding backstop and subscription agreement with Ever Abundant Investments Limited who has committed to backstop up to $10,000,000 of redemption of ordinary shares by Venus stockholders or to purchase new shares from Venus at closing of the merger.
Venus is a blank check company incorporated in the Cayman Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar merger with one or more businesses or entities.
VIYI Algo develop and deploys bespoke central processing algorithms, integrating those systems with software or hardware (or both), thereby helping to increase the number of customers, improve end-user satisfaction, achieve direct cost savings, reduce power consumption, and achieve technical goals.
To learn more about the acquisition and the companies involved, please click here.
For over 25 years, Brian Daughney has counseled issuers and investors in a wide range of corporate transactions including securities offerings, seed capital offerings, venture capital financings and other forms of private equity investment, mergers and acquisitions, joint ventures and recapitalizations and spin-outs.
Bill Huo focuses his practice on domestic and international securities, financings, mergers and acquisitions and general corporate representation. He has extensive experiences in SPAC transactions, including the public offerings and initial business combinations of SPACs, and cross border corporate transactions related to China. To learn more about Bill, please click here.