Part I. Financial Information [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Venus Acquisition Corporation's unaudited consolidated financial statements, reflecting its SPAC status and the reclassification of warrants as liabilities [Unaudited Condensed Consolidated Balance Sheets](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2021, reports **$46.6 million** in total assets, largely trust cash, alongside **$1.57 million** in liabilities and **$40.0 million** in redeemable shares Condensed Consolidated Balance Sheet Data (as of June 30, 2021) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | $101,351 | | Cash and investments held in trust account | $46,467,588 | | **Total Assets** | **$46,569,161** | | **Liabilities & Equity** | | | Total Current Liabilities | $31,978 | | Deferred underwriting compensation | $1,150,000 | | Warrant liabilities | $390,000 | | **Total Liabilities** | **$1,571,978** | | Ordinary shares, subject to possible redemption | $39,997,178 | | **Total Shareholders' Equity (Deficit)** | **$5,000,005** | [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported a net loss of **$306,463**, or **$0.13** per share, primarily due to administrative expenses following its IPO Statement of Operations Highlights | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Formation, general and administrative expenses | $(218,846) | $(297,551) | | Change in fair value of warrant liabilities | - | $(10,000) | | **Net Loss** | **$(218,140)** | **$(306,463)** | | **Basic and diluted net loss per share** | **$(0.08)** | **$(0.13)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$374,148**, while financing activities provided **$46.9 million**, primarily from the IPO, for the six months ended June 30, 2021 Cash Flow Summary (Six Months Ended June 30, 2021) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(374,148) | | Net cash used in investing activities | $(46,463,419) | | Net cash provided by financing activities | $46,870,996 | | **Net Increase in Cash** | **$33,429** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's formation as a blank check company, its **$46 million** IPO, the merger agreement with VIYI Algorithm Inc., and the reclassification of warrants as liabilities - The company is a blank check company incorporated for the purpose of effecting a business combination, with an intended focus on businesses connected to the Asian market[23](index=23&type=chunk)[25](index=25&type=chunk) - On February 11, 2021, the company completed its Initial Public Offering of 4,600,000 units at **$10.00** per unit, generating gross proceeds of **$46,000,000** Simultaneously, it sold 225,000 private placement units for **$2,250,000**[27](index=27&type=chunk)[28](index=28&type=chunk) - On June 10, 2021, the company entered into a Merger Agreement with VIYI Algorithm Inc The merger values VIYI at **$400,000,000** and is structured as a stock-for-stock transaction[36](index=36&type=chunk)[37](index=37&type=chunk) - The company revised its financial statements to reclassify its private warrants as derivative liabilities measured at fair value, following SEC guidance issued on April 12, 2021 This resulted in adjustments to warrant liabilities and shareholders' equity[43](index=43&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's status as a blank check company with no revenue, its **$48.25 million** IPO proceeds, a net loss of **$306,463**, and its critical accounting policies - The company is a blank check company with no revenue and has incurred losses since its inception on May 14, 2018 Its primary purpose is to complete a business combination[110](index=110&type=chunk)[111](index=111&type=chunk) - The IPO on February 11, 2021, generated gross proceeds of **$46,000,000**, and a simultaneous private placement generated **$2,250,000** A total of **$46,460,000** was placed in a trust account[112](index=112&type=chunk)[113](index=113&type=chunk) - For the six months ended June 30, 2021, the company had a net loss of **$306,463**, primarily from general and administrative expenses[118](index=118&type=chunk) - The company has an agreement to pay an affiliate of its Sponsor a monthly fee of **$10,000** for general and administrative services, commencing February 8, 2021[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company was not subject to material market or interest rate risk as of June 30, 2021, due to trust account funds being invested in short-term U.S. government treasury securities - The company is not subject to any material market or interest rate risk[131](index=131&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in U.S. government treasury bills with maturities of 180 days or less, minimizing interest rate risk[131](index=131&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to a material weakness in accounting for warrants, necessitating financial statement revisions - Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021[133](index=133&type=chunk) - The ineffectiveness was a result of the revision of financial statements to reclassify public and private warrants as derivative liabilities, which stemmed from a misapplication of accounting guidance[133](index=133&type=chunk)[134](index=134&type=chunk) Part II. Other Information [Legal Proceedings](index=34&type=section&id=Item%201%20Legal%20Proceedings) The company reports no involvement in any legal proceedings as of the Form 10-Q filing date - The Company is not party to any legal proceedings as of the filing date[138](index=138&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A%20Risk%20Factors) This section highlights a new risk factor concerning the increasing cost and decreasing availability of D&O liability insurance for SPACs, potentially hindering business combinations - A new risk factor has been identified concerning the changing market for directors' and officers' (D&O) liability insurance for SPACs, which has seen fewer insurers, higher premiums, and less favorable terms[140](index=140&type=chunk) - Increased costs and reduced availability of D&O insurance could make it more difficult and expensive to negotiate an initial business combination and attract qualified directors and officers post-combination[141](index=141&type=chunk)[142](index=142&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales or issuances of equity securities during the quarter ended June 30, 2021 - No unregistered sales of equity securities occurred during the quarter ended June 30, 2021[143](index=143&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[143](index=143&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[143](index=143&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - None[144](index=144&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including key agreements and certifications from principal executive and financial officers - Key agreements filed as exhibits include the Underwriting Agreement, Warrant Agreement, Rights Agreement, and Investment Management Trust Agreement[146](index=146&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[146](index=146&type=chunk)

Table of Contents 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 ◻ 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 For the quarter ended March 31, 2021 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Registration No. 33-234282 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman Islands n/a (State or other jurisdiction of ...