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 ...

PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Venus Acquisition Corporation, a blank check company, aims to complete a business combination, having raised **$46 million** in its IPO and agreed to merge with VIYI Algorithm Inc. for **$400 million** - Initial Public Offering (IPO) Details | Metric | Value | | :--- | :--- | | IPO Date | February 11, 2021 | | Units Offered | 4,600,000 (inclusive of over-allotment) | | Price Per Unit | $10.00 | | Gross Proceeds | $46,000,000 | | Amount in Trust Account | $46,460,000 (from IPO and Private Placement) | - The company entered into a definitive merger agreement with VIYI Algorithm Inc. ("VIYI") on June 10, 2021, valuing VIYI at **$400 million**, with VIYI stockholders receiving approximately **39.6 million** ordinary shares of the combined company[32](index=32&type=chunk)[34](index=34&type=chunk) - The company's acquisition criteria focuses on middle-market growth businesses with an enterprise value between **$150 million** and **$250 million**, particularly in sectors strategically significant to Asian markets[44](index=44&type=chunk) - The company extended the deadline to complete a business combination, with the sponsor depositing **$153,333** into the trust account on February 11, 2022, and March 11, 2022, for each one-month extension[51](index=51&type=chunk) [Item 1A. Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including potential failure to complete a business combination, shareholder redemptions, and regulatory uncertainties, particularly with a China-based target - The company is an early-stage entity with no operating history, and failure to complete a business combination within the prescribed timeframe will lead to liquidation, with public shareholders receiving approximately **$10.10** per share and warrants expiring worthless[83](index=83&type=chunk)[96](index=96&type=chunk) - The ability of public shareholders to redeem shares may make the company's financial condition unattractive to targets, potentially hindering the completion of a desirable business combination or optimizing its capital structure[90](index=90&type=chunk)[91](index=91&type=chunk) - A business combination with a company in the PRC, such as the target VIYI which operates through a VIE structure, exposes the company to significant risks, including the PRC government finding the VIE structure non-compliant[228](index=228&type=chunk)[233](index=233&type=chunk) - Recent PRC government actions regarding data security, anti-monopoly, and overseas listings create uncertainty, potentially subjecting the company to review by the Cyberspace Administration of China (CAC) and other regulatory bodies[231](index=231&type=chunk)[272](index=272&type=chunk)[295](index=295&type=chunk) [Item 1B. Unresolved Staff Comments](index=68&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - As of the report date, there are no unresolved comments from the SEC staff[306](index=306&type=chunk) [Item 2. Properties](index=68&type=section&id=Item%202.%20Properties) The company does not own real estate, leasing office space in Shanghai and New York, which is deemed adequate for current operations - The company leases office space in Shanghai, China for a one-year period at a cost of **16,000 RMB** per month, effective February 1, 2021[308](index=308&type=chunk) - For the year ended December 31, 2021, the company incurred rent expense of **$23,639**[307](index=307&type=chunk) [Item 3. Legal Proceedings](index=68&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any material legal proceedings or aware of claims that could adversely affect its business - The company is not currently involved in any material litigation or other legal proceedings[309](index=309&type=chunk) [Item 4. Mine Safety Disclosures](index=68&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[310](index=310&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=69&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, shares, rights, and warrants trade on Nasdaq, with **6,050,000** ordinary shares outstanding as of March 21, 2022, and no dividends paid - The company's securities began trading on NASDAQ in February 2021 (Units) and April 2021 (separate components)[313](index=313&type=chunk) - Holders of Record (as of March 21, 2022) | Security | Issued and Outstanding | Holders of Record | | :--- | :--- | :--- | | Units | 354,743 | 2 | | Ordinary Shares | 6,050,000 | 3 | | Rights | 4,825,000 | 2 | | Warrants | 4,825,000 | 2 | - The sponsor purchased **1,150,000** founder shares for **$25,000** in August 2019 and **225,000** Private Units at **$10.00** per unit (**$2,250,000** total) simultaneously with the IPO[318](index=318&type=chunk)[319](index=319&type=chunk) [Item 6. Reserved](index=73&type=section&id=Item%206.%20Reserved) This item is not applicable [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=74&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, reported a **$812,413** net loss in 2021, with limited working capital raising substantial doubt about its going concern ability - Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Year ended Dec 31, 2021 | $812,413 | Consists of $785,096 in formation and operating costs | | Year ended Dec 31, 2020 | $117,787 | Consists of $117,787 in formation and operating costs | - As of December 31, 2021, the company had **$32,090** in cash held outside the Trust Account for working capital purposes[354](index=354&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated[358](index=358&type=chunk) - The company has an agreement to pay an affiliate of its sponsor a monthly fee of **$10,000** for office space, administrative, and support services, which began on February 8, 2021[360](index=360&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces no material market or interest rate risk, as IPO funds are invested in short-term U.S. government treasury securities - Proceeds from the IPO are invested in U.S. government treasury bills with maturities of 180 days or less or in money market funds investing solely in U.S. treasuries, resulting in no material exposure to interest rate risk[371](index=371&type=chunk) [Item 8. Financial Statements and Supplemental Data](index=81&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) This section refers to the financial statements and supplemental data located after Item 15 of the report - The company's financial statements are included at the end of the report, starting on page F-1[372](index=372&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=81&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - There were no disagreements with accountants on accounting and financial disclosure[373](index=373&type=chunk) [Item 9A. Controls and Procedures](index=82&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of December 31, 2021, due to a material weakness in accounting for warrants and redeemable ordinary shares, with a remediation plan implemented - Management identified a material weakness in internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible redemption[379](index=379&type=chunk) - Due to the material weakness, management concluded that disclosure controls and procedures were not effective as of December 31, 2021[375](index=375&type=chunk) - The company has implemented a remediation plan to enhance its system for evaluating and applying complex accounting standards[380](index=380&type=chunk) [Item 9B. Other Information](index=83&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - None[386](index=386&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=83&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[386](index=386&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=84&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's management team is led by Chairman and CEO Yanming Liu and CFO River Chi, with a five-member board, three independent, and established Audit and Compensation Committees - Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Yanming Liu | 59 | Chairman and Chief Executive Officer | | River Chi | 41 | Chief Financial Officer | | Yu Chen | 55 | Director (Independent) | | Guojian Chen | 29 | Director (Independent) | | Shan Cui | 49 | Director (Independent) | - The Audit Committee is chaired by Shan Cui, who qualifies as an "audit committee financial expert," and the Compensation Committee is chaired by Guojian Chen[399](index=399&type=chunk)[401](index=401&type=chunk) - The company has adopted a code of ethics and outlines procedures for handling potential conflicts of interest, noting that officers and directors have fiduciary duties to other entities[407](index=407&type=chunk)[415](index=415&type=chunk) [Item 11. Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers, though an affiliate of the sponsor receives **$10,000** monthly for administrative services - No cash compensation has been paid to executive officers for services rendered[421](index=421&type=chunk) - An affiliate of the sponsor receives **$10,000** per month for office space, administrative, and support services[422](index=422&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management](index=92&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management) As of March 21, 2022, the sponsor, Yolanda Management Corporation, beneficially owned **22.7%** of outstanding ordinary shares, attributed to Chairman and CEO Yanming Liu - Beneficial Ownership (as of March 21, 2022) | Name of Beneficial Owner | Amount of Beneficial Ownership | Approximate Percentage of Outstanding Shares | | :--- | :--- | :--- | | Yolanda Management Corporation | 1,375,000 | 22.7% | | Yanming Liu | 1,375,000 | 22.7% | | All directors and officers as a group (5 individuals) | 1,375,000 | 22.7% | | Feis Equities LLC | 582,931 | 9.64% | | Karpus Investment Management | 566,915 | 9.37% | | Mizuho Financial Group, Inc. | 482,497 | 7.98% | | WEISS ASSET MANAGEMENT LP | 342,006 | 5.65% | [Item 13. Certain Relationships and Related Transactions](index=94&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions) The company has related party transactions with its sponsor, including the sale of founder shares, private placement units, and a **$10,000** monthly administrative services agreement - The sponsor purchased **1,150,000** founder shares for **$25,000** and **225,000** Private Units for **$2,250,000**[432](index=432&type=chunk)[433](index=433&type=chunk) - The company pays an affiliate of the sponsor **$10,000** per month for administrative services[434](index=434&type=chunk) - The sponsor provided loans for initial expenses, which were repaid upon the IPO, and may provide up to **$1,500,000** in additional working capital loans, convertible into units at **$10.00** per unit[436](index=436&type=chunk)[438](index=438&type=chunk) [Item 14. Principal Accountant Fees and Services](index=96&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Friedman LLP served as the principal accountant, with audit fees of **$82,000** in 2021 and **$25,000** in 2020, and no other fees incurred - Accountant Fees (Friedman LLP) | Fee Type | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Audit Fees | $82,000 | $25,000 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | PART IV [Item 15. Exhibits, Financial Statement Schedules](index=97&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K, including the Merger Agreement with VIYI, with no financial statement schedules - The report includes the company's consolidated financial statements and notes[450](index=450&type=chunk) - Exhibits filed include the Merger Agreement with VIYI Algorithm Inc. and its subsequent amendment, along with governance and financing documents[453](index=453&type=chunk) [Item 16. Form 10-K Summary](index=121&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - None[554](index=554&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=99&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Friedman LLP issued an opinion on the financial statements, including a 'Going Concern' paragraph expressing substantial doubt about the company's ability to continue operations - The auditor's report contains a "Going Concern" paragraph, highlighting substantial doubt about the company's ability to continue operations due to its reliance on a future business combination and limited working capital[455](index=455&type=chunk) [Consolidated Financial Statements](index=100&type=section&id=Consolidated%20Financial%20Statements) For 2021, the company reported a net loss of **$812,413**, with total assets of **$46.5 million** and a shareholders' deficit of **$1.98 million** as of December 31, 2021 - Key Financial Data (as of and for the year ended Dec 31, 2021) | Metric | Value (USD) | | :--- | :--- | | **Balance Sheet** | | | Cash and investments held in trust account | $46,469,183 | | Total Assets | $46,518,212 | | Total Liabilities | $2,026,979 | | Ordinary shares, subject to possible redemption | $46,469,183 | | Total shareholders' deficit | $(1,977,950) | | **Statement of Operations** | | | Net Loss | $(812,413) | | Basic and diluted net loss per share | $(0.81) | [Notes to Consolidated Financial Statements](index=104&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC organization, IPO, proposed **$400 million** business combination with VIYI, key accounting policies, related party transactions, and subsequent event extensions - The proposed business combination with VIYI Algorithm Inc. has an aggregate consideration of **$400 million**, payable in approximately **39.6 million** newly issued ordinary shares valued at **$10.10** per share[480](index=480&type=chunk) - The company accounts for its **4,600,000** public shares as ordinary shares subject to possible redemption, classifying them as temporary equity outside of the shareholders' deficit section[499](index=499&type=chunk) - Private warrants are treated as liabilities and measured at fair value, which was **$410,000** as of December 31, 2021[536](index=536&type=chunk)[537](index=537&type=chunk) - Subsequent to year-end, the company extended its business combination deadline to March 11, 2022, and then again to April 11, 2022, by depositing **$153,333** into the Trust Account for each extension[553](index=553&type=chunk)

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, 2021 ☐ 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 jurisdict ...

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 ...