Core Viewpoint - MicroAlgo (NASDAQ:MLGO) stock experienced a significant decline following a substantial rally, primarily due to profit-taking rather than negative news [1][3]. Group 1: Stock Performance - MLGO stock surged by 669.9% during normal trading hours on Tuesday, with nearly 184 million shares traded, compared to its average daily trading volume of approximately 3.7 million shares [1][2]. - As of Wednesday morning, MLGO stock is down 32.1%, with over 1.4 million shares changing hands [3]. Group 2: Joint Research Center Announcement - The stock's rally was driven by the announcement of a joint micro-consciousness quantum research center with WIMI (NASDAQ:WIMI), focusing on various fields including physics, mathematics, and computer science [2].

Core Insights - MicroAlgo (NASDAQ:MLGO) has announced a joint micro-consciousness quantum research center with WIMI (NASDAQ:WIMI), leading to a significant increase in its stock price [1][4] - The research center will focus on various fields including physics, mathematics, medicine, genetics, computer science, biology, polymer chemistry, philosophy, psychology, and sociology [1][2] - The collaboration aims to create an international innovation platform for quantum information science, artificial intelligence, neuroscience, and biology [3] Stock Performance - MLGO shares have increased by 162.2% as of Tuesday morning [4] - The trading volume for MLGO has exceeded 13 million shares, significantly higher than its average daily trading volume of approximately 759,000 shares [3][4]

About MicroAlgo Inc. The micro-consciousness quantum research center builds a bridge between basic science and applied technology, closely connecting the theoretical research of basic science and the practice of applied technology. It not only focuses on basic science research, but also promotes a arrange of innovative technologies in practice, and actively facilitates the transfer from research results to practical applications. From the vision of globalization, the center will integrate the world's top re ...

Business Structure and Operations - MicroAlgo Inc. completed a business combination with VIYI Algorithm Inc. on December 12, 2022, resulting in VIYI becoming a wholly-owned subsidiary[26] - MicroAlgo's ordinary shares and Public Warrants are listed on NASDAQ and OTC under the symbols "MLGO" and "VENAF" respectively[27] - The company operates primarily through its subsidiaries in China, with no material operations of its own[37] - The company is a "controlled company" under Nasdaq rules, qualifying for exemptions from certain corporate governance requirements[97] - The company is incorporated under Cayman Islands law, which may limit shareholders' ability to protect their rights through U.S. courts[222] - Cayman Islands law has a less developed body of securities laws compared to the United States, particularly in states like Delaware[222] - Shareholders' rights and directors' fiduciary duties under Cayman Islands law are not as clearly established as in some U.S. jurisdictions[222] - Cayman Islands companies may not have standing to initiate a shareholder derivative action in a U.S. federal court[222] Financial and Tax Risks - MicroAlgo's ability to pay dividends depends on dividends from its Chinese subsidiaries, which may be restricted by debt instruments[37] - The company may be classified as a "PRC resident enterprise," leading to unfavorable tax consequences and impacting its operations and shareholder value[47][49] - PRC regulations may restrict the company's ability to increase registered capital or distribute profits, affecting liquidity and business expansion[49] - Fluctuations in exchange rates and governmental control of currency conversion could adversely affect the company's results of operations and investment value[49] - The company may be classified as a "PRC resident enterprise," subject to a 25% enterprise income tax on worldwide income, potentially reducing net income[155][159] - Dividends paid by PRC subsidiaries to the Cayman Islands holding company may be subject to a 10% withholding tax, with uncertainty around outbound remittances[160] - Non-PRC resident holders of ordinary shares may face a 10% withholding tax on dividends and 20% tax on gains from share sales, reducing investment returns[161] - The company faces uncertainty regarding indirect transfers of equity interests in PRC resident enterprises, potentially subject to PRC enterprise income tax at 25% or 10%[165] - The company may not qualify for preferential tax treatment under the Double Taxation Avoidance Arrangement, potentially affecting liquidity requirements[164] - The company may incur additional costs due to PRC tax authorities adjusting capital gains and imposing tax return filing and withholding obligations[162] - A 10% withholding tax applies to dividends paid by PRC subsidiaries to non-PRC-resident enterprises unless exempted or reduced by tax treaties[185] - Fluctuations in the exchange rate between the Renminbi and the U.S. dollar could materially affect the company's financial results and the value of investments[187] - The PRC government's control over currency conversion may limit the company's ability to utilize revenues effectively and remit funds out of China[188] Regulatory and Compliance Risks - The company is subject to PRC regulations, including potential future requirements for additional licenses and permits[33] - MicroAlgo must comply with PRC laws on cybersecurity and data protection, which could create unexpected costs or restrict business operations[45] - The company faces risks related to the complexity and uncertainties of PRC regulations, particularly in the Internet industry[45] - Substantial uncertainties exist regarding the impact of PRC Foreign Investment Law on the company's corporate structure, governance, and business operations[47] - The company may face challenges in obtaining permissions from Chinese authorities to issue securities to foreign investors, which could affect its ability to list on U.S. exchanges[47] - PRC regulations may restrict the company's ability to increase registered capital or distribute profits, affecting liquidity and business expansion[49] - The company expects compliance with regulatory requirements to significantly increase legal and financial costs, potentially impacting the ability to attract and retain qualified board members and executives[64] - The company faces risks related to PRC regulations on the Internet industry, including evolving licensing practices and real-name registration requirements[99] - The company does not control personal information of more than one million users and does not collect data affecting national security, thus not subject to cybersecurity review under the Cybersecurity Review Measures (2021)[111] - The company faces uncertainties regarding compliance with PRC cybersecurity and data protection laws, which could impact its Nasdaq listing and business operations[112][120] - The company's products and services are offered through business customers, limiting direct exposure to end-users' personal identifiable information[119] - The company may face heightened exposure to the Personal Information Protection Law (PIPL) if it inadvertently accesses end-users' personal identifiable information through corporate clients[119] - The company's business is not subject to the 2021 Negative List, but future regulations under the Foreign Investment Law may differ[129] - Misuse or theft of company chops in PRC subsidiaries could severely compromise corporate governance and disrupt business operations[130] - The company is currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, but future requirements could impact its listing status[132] - New regulations or interpretations by PRC authorities, such as data security and anti-monopoly policies, may increase compliance costs[133] - The company may face uncertainties regarding the interpretation and implementation of the Opinions on Strictly Cracking Down on Illegal Securities Activities[134] - The company is required to file with the CSRC for overseas securities offerings and listings, with potential penalties for non-compliance[137] - The company's auditor, Onestop Assurance PAC, is subject to PCAOB inspections, but future regulatory changes could limit access to U.S. capital markets[147] - The PCAOB's inability to inspect the company's auditors could result in a trading prohibition of its shares under the Holding Foreign Companies Accountable Act[148] - Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit legal protections and affect the company's operations[149] - The M&A Rules and other PRC regulations may complicate the company's growth through acquisitions, requiring approvals from the Ministry of Commerce for certain transactions[173] - Potential strategic acquisitions could be delayed or inhibited due to time-consuming approval processes under PRC regulations, impacting the company's ability to expand or maintain market share[174] - The company's PRC subsidiaries may face restrictions on distributing profits or increasing registered capital due to SAFE Circular 37, which requires registration for offshore investments[177] - Failure to comply with SAFE Circular 37 could result in fines, legal sanctions, and restrictions on the company's overseas investment activities[179] - The company's ability to transfer funds to PRC subsidiaries as loans or capital contributions is subject to approval and registration with PRC authorities, potentially affecting liquidity and business expansion[180] - PRC subsidiaries are required to set aside at least 10% of accumulated profits annually for reserve funds, limiting the company's ability to access these funds for dividends or other purposes[184] - Failure to comply with PRC regulations regarding employee stock ownership plans may result in fines and legal sanctions for the company or its employees[190] - PRC employees participating in overseas stock incentive plans must register with SAFE and complete procedures, with potential fines and legal sanctions for non-compliance[192] - Employees in China exercising share options or granted restricted shares are subject to PRC individual income tax, with potential sanctions for non-compliance[193] Market and Competitive Risks - The company faces intense competition in the central processing algorithm service industry, with risks of downward pricing pressure and loss of market share[54] - The company's growth depends on its ability to develop new software, maintain key relationships, and expand into new geographic markets[55] - Recent acquisitions may prove difficult to integrate, potentially disrupting the business and diluting shareholder value[58] - The company may be required to record significant charges to earnings if goodwill or amortizable intangible assets are impaired[61] - The company operates in a rapidly evolving industry and must continuously invest in new technologies and innovation to maintain competitiveness, with insufficient investment potentially harming growth and operational results[66][67] - Pricing strategies are critical to profitability, with factors such as economic conditions, competition, and customer cost-reduction preferences influencing revenue and margins[68][69] - The company faces risks in maintaining competitive pricing due to industry competition, potential commoditization of services, and competitors' ability to offer lower prices or more efficient solutions[70] - Significant investments in R&D for new products and services may not yield expected returns, with delays or failures potentially adversely affecting revenue and profitability[71] - The company requires substantial capital for R&D and growth, with potential challenges in securing financing on favorable terms, which could impact business prospects and financial condition[72][73] - As of December 31, 2023, the company has 86 employees, with future success dependent on attracting and retaining skilled professionals in a competitive market[75] - Negative media coverage, including on social media platforms, could harm the company's brand reputation and adversely affect sales and financial performance[76][77] - The company relies on intellectual property protection, with potential risks of infringement claims, litigation costs, and challenges in enforcing rights in China[80][81][82] - Unauthorized disclosure of source code could lead to loss of trade secret protection and increased competition, negatively impacting revenue and operating margins[86] - Competitors and third parties may register similar trademarks or domain names, purchase search engine keywords, or misappropriate data, potentially diverting customers and harming the company's reputation[87] - The company's IT systems are vulnerable to disruptions, which could damage its reputation and lead to customer migration to competitors[88] - The company relies heavily on China's Internet infrastructure and fixed telecommunications networks, which may face unexpected failures or security breaches[89] - Rising costs of telecommunications and Internet services could materially and adversely affect the company's operations[90] - The company depends on third-party services and technologies, and disruptions could result in adverse publicity and slowed user growth[91] - The company may face claims, disputes, or legal proceedings, which could adversely affect its business and financial condition[94] - The company may need additional capital to support or expand its business, and failure to obtain it could impact operations[96] - The company's business could be materially affected by natural disasters, health epidemics, or similar events[98] - The company derived 18.5% and 9.3% of total revenues from its largest customer in 2022 and 2023, respectively[123] - Accounts receivable from the top 2 and 3 customers accounted for 57.8% and 54.1% of total accounts receivable in 2022 and 2023, respectively[123] - The company depends on a limited number of vendors, with 11.3% and 11.4% of total purchases from its largest vendor in 2022 and 2023, respectively[125] - Accounts payable to the top 3 and 5 vendors accounted for 82.4% and 90.3% of total accounts payable in 2022 and 2023, respectively[125] - The company has 173 and 205 customers in 2022 and 2023, respectively, for its central processing algorithm services and intelligent chips business[123] - The company's Hong Kong subsidiaries have not collected, stored, or managed personal information in Hong Kong, thus not subject to Mainland China's data security laws[121] - Leased property interests may be defective, potentially disrupting business if landlords lack proper title certificates[194] - Use of leased premises must comply with approved land use, or risk cessation of operations[195] - Market price of ordinary shares is volatile, influenced by factors such as revenue variations, new investments, and regulatory changes[201][208] - Company may require additional financing for operations or growth, with potential adverse effects if not secured[207] - As of December 31, 2023, 5,160,671 ordinary shares are outstanding, with 3,315,567 shares subject to restrictions[213] - Securities or industry analyst coverage could impact the trading price and volume of ordinary shares[216] - Outstanding public warrants may be redeemed by the company at a disadvantageous time for holders[217] - The company must comply with Nasdaq listing requirements, including minimum shareholders' equity, minimum share price, minimum market value of publicly held shares, and 300 round lot shareholders[219] - Failure to meet Nasdaq listing criteria could result in delisting, negatively impacting the company's securities price and liquidity[219] - Delisting from Nasdaq could lead to limited market quotations, reduced liquidity, and potential classification of ordinary shares as "penny stock"[221] - Delisting may result in limited news and analyst coverage, and decreased ability to issue additional securities or obtain financing[221]

Total liabilities and shareholders' equity 502,055,248 518,927,864 71,815,975 The accompanying notes are an integral part of these condensed consolidated financial statements. F-1 MICROALGO INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | | | For the Six Months Ending | | | --- | --- | --- | --- | | | | June 30, | | | | 2022 | 2023 | 2023 | | OPERATING REVENUES | RMB | RMB | USD | | Products | 84,859,926 | 9,935,513 | 1,434,690 | | Ser ...

Revenue Performance - For the three months ended March 31, 2023, the company's revenue decreased to $17,832,376 from $23,356,215 in the same period of 2022, representing a decline of approximately 23.5%[165] - Revenue from central processing advertising algorithm services increased to $16,397,686 in Q1 2023, up from $14,675,711 in Q1 2022, marking a growth of about 11.7%[166] - Sales of intelligent chips plummeted to $1,434,690 in Q1 2023 from $8,680,504 in Q1 2022, a decrease of approximately 83.5%[166] Profitability and Loss - The company's gross profit decreased by approximately $440,351, from $5,396,383 in Q1 2022 to $4,956,032 in Q1 2023, with overall gross margin improving from 23.1% to 27.8%[170] - Operating income shifted from a profit of $1,176,852 in Q1 2022 to an operating loss of $1,413,284 in Q1 2023[173] - The company reported a net loss of $1,264,983 for Q1 2023, compared to a net income of $888,357 in Q1 2022[176] Expenses - Research and development expenses increased from $3,203,060 in Q1 2022 to $5,227,067 in Q1 2023, reflecting a focus on developing more efficient bespoke algorithms[174] - General and administrative expenses rose from $809,248 in Q1 2022 to $1,017,386 in Q1 2023, attributed to increased administrative costs following the De-SPAC transaction[175] Cash Flow and Financial Position - As of March 31, 2023, the company had cash and cash equivalents of $21,008,606 and working capital of approximately $50.3 million[177] - The company experienced a significant increase in cash used in operating activities, from a net cash provided of $456,596 in Q1 2022 to a net cash used of $2,761,637 in Q1 2023[180] - As of March 31, 2023, the company has an allowance for accounts receivable of $1,218,672[192] Asset Impairment - For the three months ended March 31, 2023, the company recognized an impairment of long-lived assets amounting to $29,232[200] - The company did not record any impairment charges for its investments for the three months ended March 31, 2023[195] Revenue Recognition - Revenue from advertising services is recognized at a point in time when the related services have been delivered, typically based on cost per impression (CPM)[208] - The company records revenue from jointly operated mobile game publishing services on a net basis, as it does not control the services provided by game developers[217] - Revenue from the sale of intelligent chips is recognized at a point in time when control of the products is transferred to customers[220] Accounting Standards and Policies - The company evaluates its cost method investments for impairment when facts indicate that the fair value is less than its carrying value[195] - The company accounts for its Public Warrants as equity and Private Warrants as liabilities, with changes in estimated fair value recognized as non-cash gains or losses[205] - The FASB issued ASU 2019-05 in May 2019, introducing the expected credit losses methodology for financial assets measured at amortized cost, replacing the incurred loss methodology[224] - ASU No. 2019-10 was issued in November 2019, updating the effective date for private companies and certain smaller reporting companies to fiscal years beginning after December 15, 2022[225] - ASU 2020-08, effective for annual and interim reporting periods beginning July 1, 2021, clarifies the Codification regarding nonrefundable fees and other costs, with no material impact on the company's financial statements[226] - The company does not anticipate that other recently issued but not yet effective accounting standards will have a material effect on its consolidated financial statements[227] - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[228]

Industry Growth and Competition - The central processing algorithm service industry in China is rapidly evolving, and the company's growth depends on continuous development and technological innovation [110]. - The company faces intense competition, which may pressure pricing and profitability, affecting customer retention and acquisition [113]. - The company must adapt to rapid technological changes and evolving customer needs to maintain competitiveness and growth [122]. - The company’s operations are highly dependent on the performance of internet infrastructure in China, with potential risks from system failures or security breaches [148]. - The company operates in a highly competitive industry, making it difficult to forecast operating results due to factors beyond its control [267]. Financial Performance and Risks - The company has experienced significant growth since its inception, but its historical performance may not predict future results due to a limited operating history [114]. - Recent acquisitions, such as the 100% equity interest in Fe-da Electronics, pose integration challenges that could impact financial performance [116]. - Insufficient pricing for services could materially affect revenues and profitability, influenced by economic conditions and competitive dynamics [124]. - The company may require additional capital for future investments or acquisitions, and there is uncertainty regarding the availability of such capital on acceptable terms [156]. - The company may face significant risks and uncertainties regarding its projected financial metrics, which could differ materially from expectations [266]. Compliance and Regulatory Challenges - The company is subject to increased costs and compliance requirements as a public entity, which may strain resources and management focus [121]. - The company faces risks related to evolving PRC regulations in the Internet industry, which may create uncertainties regarding compliance and operational requirements [166]. - The company may be subject to penalties and disruptions in business operations if it fails to comply with new data protection regulations being considered globally [171]. - The company is classified as a "controlled company," with 65.9% of voting power held by WiMi, allowing it to rely on exemptions from certain corporate governance requirements [157]. - The company may face uncertainties regarding compliance with new laws, regulations, or interpretations related to the PIPL [188]. Human Resources and Talent Management - As of December 31, 2022, the company has a total of 125 employees, indicating a focus on attracting and retaining skilled personnel for future growth [134]. - The company faces intense competition for skilled employees, which may increase recruitment costs and impact operational consistency if key personnel are lost [134]. Impact of COVID-19 - The company experienced negative impacts on business growth in 2021 and 2022 due to the COVID-19 pandemic, resulting in decreased operating income and net income in 2022 [160]. - The ongoing COVID-19 pandemic has led to temporary closures of shops and facilities, which may continue to adversely affect demand for the company's services [165]. - The company incurred additional implementation costs and general and administrative expenses as a result of the pandemic, affecting overall financial performance [160]. - The company anticipates that the economic slowdown caused by the pandemic may continue to adversely affect its operations in 2023 and beyond [162]. Customer and Supplier Relationships - For the years ended December 31, 2021 and 2022, the company had 248 and 173 customers, respectively, for its central processing algorithm services and intelligent chips and services business [192]. - The company derived 23.9% and 18.5% of its total revenues from its single largest customer for the years ended December 31, 2021 and 2022, respectively [192]. - The company derived 45.2% and 57.8% of its accounts receivable from its three largest customers for the years ended December 31, 2021 and 2022, respectively [192]. - The company faced a risk of material adverse effects on cash flows or profitability if any one supplier fails to fulfill contractual obligations [195]. Legal and Tax Considerations - The company may face legal claims and disputes that could adversely affect its financial condition and operational results [154]. - The PRC government exerts substantial control over the economy, which may affect the company's operations and compliance costs [201]. - The company believes that none of its entities outside of China qualifies as a PRC resident enterprise for tax purposes, but uncertainties remain regarding the interpretation of "de facto management body" which could lead to a 25% enterprise income tax on worldwide income if determined otherwise [224]. - Dividends paid by PRC subsidiaries to the Cayman Islands holding company may be subject to a 10% withholding tax, with no clear guidance from PRC authorities on outbound remittances [225]. Shareholder and Market Considerations - The company has 43,856,706 ordinary shares outstanding, with 41,290,461 shares subject to restrictions under Rule 144 and Rule 701 [274]. - The market price of the company's ordinary shares has been volatile, influenced by factors such as revenue variations, new product announcements, and changes in financial estimates by analysts [263]. - The company does not intend to pay cash dividends for the foreseeable future, opting to retain earnings for business development and expansion [272]. - If the company fails to meet Nasdaq listing requirements, it could face delisting, negatively impacting the market price of its securities [279]. Strategic Acquisitions and Growth - The company may pursue strategic acquisitions, but compliance with regulatory requirements could delay or inhibit such transactions [239]. - The M&A Rules may complicate growth through acquisitions, requiring approval from the Ministry of Commerce for foreign investments in PRC companies [238].

Commission file number: 001-40024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Address of principal executive offices) (212) 786-7429 (Exact Name of Registrant as Specified in Its Charter) (Issuer's telephone number) Cayman islands n/a (State or other jurisdiction of incorporatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or other jurisdiction ...