Securities Registration (section 12(b)) (8-a12b)
December 12 2022 - 2:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
MicroAlgo
Inc.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
N/A |
(State
of Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
Unit
507, Building C, Taoyuan Street,
Long
Jing High and New Technology Jingu Pioneer Park,
Nanshan
District, Shenzhen, People’s Republic of China. |
|
N/A |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
| Title
of each class to be so registered |
|
Name
of each exchange on which each class is to be registered |
| ordinary shares, par value
$0.001 |
|
The Nasdaq Stock Market
LLC |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement file number to which this form relates: 333-251507 (if applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
N/A
(Title
of Class)
| Item 1. |
Description of Registrant’s Securities to
be Registered. |
This registration statement on Form 8-A is
being filed with the U.S. Securities and Exchange Commission in connection with the ordinary shares, par value $0.001 per share of MicroAlgo
Inc. f/k/a Venus Acquisition Corporation (the “Company”) (the “Ordinary Shares”) and in connection with the closing
of the business combination involving the Company and VIYI Algorithm Inc. and the subsequent transfer and assumption of listing status
by the Company (“Transfer of Listing”). The Transfer of Listing of the Ordinary Shares is set to occur at the opening of trading
on December 13, 2022. The description of the Ordinary Shares of the Company can be found under the caption “Description of Securities”
in the Company’s definitive
proxy statement filed with the SEC on October 4, 2022 and is incorporated by reference herein.
In
accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed
as part of this registration statement because no other securities of the registrant are registered on The Nasdaq Stock Market LLC and
the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
| |
MicroAlgo Inc. |
| |
|
|
| Date:
December 12, 2022 |
By: |
/s/ Min Shu |
| |
Name: |
Min
Shu |
| |
Title: |
Chief
Executive Officer |
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