WiMi Hologram Cloud & Jie Zhao Amend MicroAlgo Stake
Ticker: VENAF · Form: SC 13D/A · Filed: Jan 10, 2024 · CIK: 1800392
Complexity: simple
Sentiment: neutral
Topics: insider-ownership, amendment, shareholder-update
Related Tickers: WIMI
TL;DR
**WiMi Hologram Cloud and Jie Zhao updated their MicroAlgo Inc. ownership, signaling a potential shift in their investment.**
AI Summary
WiMi Hologram Cloud Inc. and Jie Zhao filed an amended Schedule 13D on January 8, 2024, indicating a change in their beneficial ownership of MicroAlgo Inc. ordinary shares. This filing updates their previous disclosure regarding their stake in MicroAlgo, a company in the computer programming services sector. Investors should note this filing as it signals a potential shift in influence or investment strategy by a significant holder, which could impact MicroAlgo's stock performance.
Why It Matters
This filing indicates a change in a significant investor's position, which can signal their evolving confidence or strategic intent regarding MicroAlgo Inc.
Risk Assessment
Risk Level: medium — Changes in significant shareholder positions can introduce uncertainty or signal potential strategic shifts for the company.
Analyst Insight
Investors should monitor subsequent filings from WiMi Hologram Cloud Inc. and Jie Zhao for MicroAlgo Inc. to understand the full scope of their updated ownership and any potential strategic implications.
Key Players & Entities
- MicroAlgo Inc. (company) — Subject company of the SC 13D/A filing
- WiMi Hologram Cloud Inc. (company) — Filing person and beneficial owner of MicroAlgo shares
- Jie Zhao (person) — Filing person and beneficial owner of MicroAlgo shares
- January 8, 2024 (date) — Date of event requiring the filing
FAQ
What is the purpose of this SC 13D/A filing?
This SC 13D/A filing is an amendment (Amendment No. 1) to a previously filed Schedule 13D, indicating a change in the beneficial ownership of MicroAlgo Inc. ordinary shares by WiMi Hologram Cloud Inc. and Jie Zhao, as required by the Securities Exchange Act of 1934.
Who are the reporting persons in this filing?
The reporting persons are WiMi Hologram Cloud Inc. and Jie Zhao, both listed as filing persons in the document.
What is the subject company of this filing?
The subject company is MicroAlgo Inc., identified by its CUSIP Number G6077Y103 and its ordinary shares as the Title of Class of Securities.
When was the event that triggered this amendment?
The date of the event which requires the filing of this statement was January 8, 2024.
What is the business address for WiMi Hologram Cloud Inc. as listed in the filing?
The business address for WiMi Hologram Cloud Inc. is NO. 6 XIAOZHUANG, BEIJING, F4, ZIP: 100005, China, with a business phone number of 861053384913.
Filing Stats: 4,691 words · 19 min read · ~16 pages · Grade level 14 · Accepted 2024-01-10 06:26:07
Key Financial Figures
- $4,000,000 — ary shares to WiMi in consideration for $4,000,000 which was paid to the Issuer on the clo
- $0.50 — presenting a per share consideration of $0.50 per share (the “Share Purchase&rd
- $100,000,000 — ich the Issuer may issue and sell up to $100,000,000 of the Issuer’s securities (&ldqu
- $0.001 — spect to the ordinary shares, par value $0.001 per share, of MicroAlgo Inc. This Joint
- $0.01 — dinary shares of the Company, par value $0.01 per share, and any other class of secur
- $0 — r Share Purchase Price ” equals US$0.50, subject to adjustment for reverse a
Filing Documents
- wimiholo-micro_sc13da.htm (SC 13D/A) — 129KB
- 0001829126-24-000108.txt ( ) — 131KB
of the Schedule 13D is supplemented as follows
Item 3 of the Schedule 13D is supplemented as follows: The Reporting Persons acquired the securities of the Issuer on January 8, 2024 in consideration of $4,000,000. Item 4 below provides a general overview of the Share Purchase (defined in Item 4 below). Item 4. Purpose of Transaction.
of the Schedule 13D is supplemented as follows
Item 4 of the Schedule 13D is supplemented as follows: The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. Securities Purchase Agreement On January 4, 2024 WiMi and the Issuer entered into a Securities Purchase Agreement pursuant to which the Issuer agreed to sell to WiMi 8 million ordinary shares of MicroAlgo in consideration of $4,000,000, representing a per share consideration of $0.50 per share (the “Share Purchase”). The Issuer is a subsidiary of WiMi. On December 27, 2023, the Issuer’s Registration Statement on Form F-3 became effective pursuant to which the Issuer may issue and sell up to $100,000,000 of the Issuer’s securities (“Shelf Registration”). WiMi and the Issuer entered into the Share Purchase, which closed on January 8, 2024, to mitigate risk of dilution in anticipation of potential issuance and sale of securities by the Issuer pursuant to the Shelf Registration. Except as stated herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, has no present intention of doing so. The information contained in rows (7), (8), (9), (10), (11) and (13) of the cover page of this Schedule 13D and the corresponding footnotes, and the information set forth in or incorporated by reference in Item 2, Item 3, Item 5 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. 3 Item 5. Interest in Securities of the Issuer. The responses to rows (7) through (13) of the cover page of this Schedule 13D and the corresponding footnotes are hereby incorporated by reference in their entirety in this It
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : January 10, 2024 /s/ Jie Zhao Jie Zhao WiMi Hologram Cloud Inc. By: /s/ Jie Zhao Name: Jie Zhao Title: Director 5 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of MicroAlgo Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Date : January 10, 2024 /s/ Jie Zhao Jie Zhao WiMi Hologram Cloud Inc. By: /s/ Jie Zhao Name: Jie Zhao Title: Director Exhibit 2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “ Agreement ”) is dated as of January 4, 2024, between MicroAlgo Inc., a Cayman Islands company (the “ Company ”), and WiMi Hologram Cloud Inc., a Cayman Islands company and the parent entity of the Company (the “ Purchaser ”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agre