MicroAlgo (MLGO) 10-K 25 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 21, 2022	Jun. 30, 2021
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40024
Entity Registrant Name	VENUS ACQUISITION CORPORATION
Entity Central Index Key	0001800392
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	477 Madison Avenue
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	917
Local Phone Number	267-4568
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 45,770,000
Entity Common Stock, Shares Outstanding		6,050,000
Documents Incorporated by Reference [Text Block]	List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: None
Auditor Name	Friedman LLP
Auditor Location	New York, New York
Auditor Firm ID	711
Ordinary shares, Par Value $.001 Per Share
Title of 12(b) Security	Ordinary shares, Par Value $.001 Per Share
Trading Symbol	VENA
Security Exchange Name	NASDAQ
Redeemable Warrants entitling the holders to Purchase one half (1/2) of one Ordinary Share
Title of 12(b) Security	Redeemable Warrants entitling the holders to Purchase one half (1/2) of one Ordinary Share
Trading Symbol	VENAW
Security Exchange Name	NASDAQ
Rights to Receive one tenth (1/10) of an Ordinary Share
Title of 12(b) Security	Rights to Receive one tenth (1/10) of an Ordinary Share
Trading Symbol	VENAR
Security Exchange Name	NASDAQ
Units, each consisting of one Ordinary Share, one Warrant, and one Right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, one Warrant, and one Right
Trading Symbol	VENAU
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 32,090	$ 239
Prepayments	16,717
Total current assets	48,807	76,317
Security deposit	222	3,303
Deferred offering costs		188,001
Cash and investments held in trust account	46,469,183
TOTAL ASSETS	46,518,212	191,543
Current liabilities:
Accrued liabilities and other payable	93,558	39,972
Advances from a related party	373,421	26,750
Promissory note- related party		228,483
Total current liabilities	466,979	295,205
Warrant liabilities	410,000
Deferred underwriting compensation	1,150,000
TOTAL LIABILITIES	2,026,979	295,205
Ordinary shares, subject to possible redemption: 4,600,000 shares at $10.10 per share	46,469,183
Shareholders’ deficit:
Preferred shares, $0.001 par value; 1,000,000 shares authorized; no share issued
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 1,450,000 and 1,150,000 shares issued and outstanding (excluding 4,600,000 and no shares subject to possible redemption)	1,450	1,150
Additional paid-in capital		23,850
Accumulated deficit	(1,979,400)	(128,662)
Total shareholders’ deficit	(1,977,950)	(103,662)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$ 46,518,212	$ 191,543

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Ordinary shares subject to possible redemption	4,600,000	0
Temporary Equity, Par Value	$ 10.10
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	1,450,000	1,150,000
Ordinary shares, shares outstanding	1,450,000	1,150,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Formation, general and administrative expenses	$ (785,096)	$ (117,787)
Total operating expenses	(785,096)	(117,787)
Other income
Change in fair value of warrant liabilities	(30,000)
Interest income	2,683
Total other income, net	(27,317)
Loss before income taxes	(812,413)	(117,787)
Income taxes
NET LOSS	$ (812,413)	$ (117,787)
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption	4,070,685
Basic and diluted net income per share, ordinary share subject to possible redemption	$ 0.08
Basic and diluted weighted average shares outstanding, ordinary share attributable to Venus Acquisition Corporation	1,415,479	1,000,000
Basic and diluted net loss per share, ordinary share attributable to Venus Acquisition Corporation	(0.81)	(0.12)

CONSOLIDATED STATEMENT OF CHANG

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 1,150	$ 23,850	$ (10,875)	$ 14,125
Beginning balance, shares at Dec. 31, 2019	1,150,000
Accretion of carrying value to redemption value
Net loss			(117,787)	(117,787)
Ending balance, value at Dec. 31, 2020	$ 1,150	23,850	(128,662)	(103,662)
Ending balance, shares at Dec. 31, 2020	1,150,000
Sale of units in initial public offering	$ 4,600	43,532,633		43,537,233
Sale of units in initial public offering (in shares)	4,600,000
Fair value of underwriter’s unit purchase option	$ 75			75
Fair value of underwriter's unit purchase option (in shares)	75,000
Sale of units to the founder in private placement	$ 225	1,869,775		1,870,000
Sale of units to the founder in private placement (in shares)	225,000
Initial classification of ordinary shares subject to possible redemption	$ (4,600)	(45,245,194)		(45,249,794)
Initial classification of ordinary shares subject to possible redemption (in shares)	(4,600,000)
Allocation of offering costs to ordinary share subject to redemption		2,422,602		2,422,602
Accretion of carrying value to redemption value		(2,603,666)	(1,038,325)	(3,641,991)
Net loss			(812,413)	(812,413)
Ending balance, value at Dec. 31, 2021	$ 1,450		$ (1,979,400)	$ (1,977,950)
Ending balance, shares at Dec. 31, 2021	1,450,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (812,413)	$ (117,787)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liabilities	30,000
Interest income earned in cash and investments held in trust account	(2,683)
Change in operating assets and liabilities:
Increase in prepayments	(16,717)
Increase in accrued liabilities	53,586	39,972
Cash used in operating activities	(748,227)	(77,815)
Cash flows from investing activities
Proceeds deposited in Trust Account	(46,466,500)
Security deposit	3,081	(55)
Net cash used in investing activities	(46,463,419)	(55)
Cash flows from financing activities
Proceeds from unit purchase option	75
Proceeds from public offering, net of expenses	44,875,234	(128,681)
Proceeds from sale of private placement	2,250,000
Proceeds from promissory note – related party		78,483
Repayment of promissory note – related party	(228,483)	(300,000)
Advances from a related party	346,671
Net cash provided by financing activities	47,243,497	(350,198)
NET CHANGE IN CASH	31,851	(428,068)
Cash, beginning of year	239	428,307
Cash, end of year	32,090	239
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Initial classification of shares subject to redemption	45,249,794
Allocation of offering costs to ordinary share subject to redemption	2,422,602
Accretion of carrying value to redemption value	(3,641,991)
Deferred underwriting compensation	1,150,000
Recognition of warrant liabilities	$ 380,000

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Venus Acquisition Corporation (“Venus” or the “Company”) is a blank check company incorporated in the Cayman Islands on May 14, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On June 10, 2021, the Company, VIYI Algorithm Inc., a Cayman Islands exempted company (“Viyi”), Venus Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”) and WiMi Hologram Cloud Inc., a Cayman Islands company and the legal and beneficial owner of a majority of the issued and outstanding voting securities of Viyi (“Majority Shareholder”), entered into a Merger Agreement (the “Merger Agreement”). Venus Merger Sub Corp. is a company incorporated in the Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, VIYI Algorithm Inc., pursuant to the terms of the Merger Agreement Merger Sub is wholly owned by Venus. See the further description below regarding the proposed business combination with Viyi. The Company is an early stage and an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activities through December 31, 2021 relates to the Company’s formation, completion of its initial public offering (the “Initial Public Offering”) which occurred on February 11, 2021 and negotiation and consummation of the proposed Business Combination with Viyi. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which proceeds are held in trust. Financing The registration statement for the Company’s Initial Public Offering became effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 4,600,000 600,000 10.00 46,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of, 225,000 10.00 2,250,000 Transaction costs amounted to $ 2,462,765 805,000 1,150,000 507,765 Trust Account Following the closing of the Initial Public Offering on February 11, 2021, the aggregate amount of $ 46,460,000 418,430 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are held in trust and are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “shareholders”) and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. On June 10, 2021, the Company entered into the Merger Agreement, which provides for a Business Combination between Venus and VIYI Algorithm Inc. Pursuant to the Merger Agreement, the Business Combination will be effected as a stock transaction and is intended to be qualified as a tax-free reorganization. The Merger Agreement is by and among Venus, Merger Sub, VIYI, and WiMi Hologram Cloud Inc, a Cayman Islands limited liability company as the representative of VIYI’s stockholders. The aggregate consideration for the Acquisition Merger is $ 400,000,000 39,600,000 10.10 Upon the closing of the Business Combination, the former Venus shareholders will receive the consideration specified below and the former VIYI stockholders will receive an aggregate of 39,600,000 The Company will be seeking approval from its shareholders of the proposed Business Combination and Merger with VIYI. The Company has filed a Form S-4/Proxy Statement with the SEC regarding the terms and conditions of the proposed Merger with Viyi and other matters. The Form S-4/Proxy Statement is under review by the SEC. Assuming that the S-4/Proxy Statement is declared effective by the SEC, of which there can be no assurance, the Company will provide its shareholders with definitive materials to consider in connection with the solicitation for approval of the Merger with Viyi and other matters as described in the S-4/Proxy Statement. The Company issued a Note in an amount of $ 153,333 153,333 0.033 1,380,000 0.30 On February 11, 2022, the Company and the Sponsor extended the period of time for which the Company is required to consummate a Business Combination from February 11, 2022 to March 11, 2022 and, accordingly, funded a sum of $153,333 into the Company’s Trust Account. On March 11, 2022, the Company elected to further extend the date by which the Company is required to complete a business combination to April 11, 2022 and deposited $153,333 into the Company’s Trust Account. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and going concern Following the closing of the Initial Public Offering on February 11, 2021, a total of $ 46,460,000 418,430 418,172 If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the consolidated financial position, and the results of its consolidated operations and its consolidated cash flows. ● Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Schedule of Subsidiary Name Background Ownership Venus Merger Sub Corp. A Cayman Islands company Incorporated on May 25, 2021 100% Owned by Venus ● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ● Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. ● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no ● Cash and investments held in trust account At December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 46,469,183 The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations and comprehensive (income) loss. ● Warrant liabilities The Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815, “ Derivatives and Hedging” For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities. ● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of December 31, 2021 and 2020, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 4,600,000 0 The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit immediately as if the end of the first reporting period after the Initial Public Offering was the redemption date. Redemption value is remeasured to reflect the interest earned on the Trust Account balance that are available for distribution to redeeming shareholders. ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” 2,412,500 The net loss per share presented in the statement of operations is based on the following: Net loss per share presented in the statement of operations Years Ended 2021 2020 Net loss $ (812,413 ) $ (117,787 ) Accretion of carrying value to redemption value (3,641,991 ) - Net income $ (4,454,403 ) $ (117,787 ) Basic and diluted net loss per share: Years Ended Years Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,305,127 ) $ (1,149,276 ) $ - $ (117,787 ) Accretion of carrying value to redemption value 3,641,991 - - - Allocation of net income (loss) $ 336,864 $ (1,149,276 ) $ - $ (117,787 ) Denominators: Weighted-average shares outstanding 4,070,685 1,415,479 - 1,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.81 ) $ - $ (0.12 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the consolidated results of operations, financial condition, or cash flows, based on the current information.

CASH AND INVESTMENT HELD IN TRU

CASH AND INVESTMENT HELD IN TRUST ACCOUNT	12 Months Ended
	Dec. 31, 2021
Cash And Investment Held In Trust Account
CASH AND INVESTMENT HELD IN TRUST ACCOUNT	NOTE 3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of December 31, 2021, investment securities in the Company’s Trust Account consisted of $ 46,469,183 Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities Carrying Value Gross Unrealized Fair Value Available-for-sale marketable securities U.S. Treasury Securities $ 46,469,183 $ - $ 46,469,183

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2021
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 4 – INITIAL PUBLIC OFFERING On February 11, 2021, the Company sold 4,600,000 600,000 10.00 11.50 If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the management determined that the Rights are classified within shareholders’ equity upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares and Rights will be based on the closing price paid by investors. The Company paid an upfront underwriting discount of $ 805,000 1.75 1,150,000 2.5

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2021
Private Placement
PRIVATE PLACEMENT	NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on February 11, 2021, the Sponsor purchased an aggregate of or 225,000 10.00 2,250,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares In May 2018, the Company issued one ordinary share to the Sponsor for no consideration. On August 21, 2019, the Company cancelled the one share for no consideration and the Sponsor purchased 1,150,000 ordinary shares for an aggregate price of $ 25,000 . The 1,150,000 founder shares was for purposes hereof referred to as the “Founder Shares”. The founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 12.50 Advance from A Related Party As of December 31, 2021 and 2020, the Sponsor had advanced the Company an aggregate of $ 373,421 26,750 Promissory Note Payable On June 10, 2019, as amended on January 16, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 450,000 0 228,483 Administrative Services Agreement An affiliate of the Sponsor agreed, commencing on February 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Related Party Extensions Loan As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 153,333 0.033 1,380,000 0.30 On February 11, 2022, the Company issued an unsecured promissory note, each in an amount of $ 153,333

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7 – SHAREHOLDERS’ DEFICIT Ordinary Shares — The Company is authorized to issue 50,000,000 0.001 1,450,000 4,600,000 Rights — Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Public Warrants Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 No public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the Fair Market Value on the date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the IPO. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Ladenburg Thalmann & Co., Inc.,), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8 – FAIR VALUE MEASUREMENTS The fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of Company's assets that are measured at fair value on a recurring basis December 31, Quoted Prices In Significant Other Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,469,183 $ 46,469,183 $ - $ - Liabilities: Warrant liabilities $ 410,000 $ - $ - $ 410,000 * included in cash and investments held in trust account on the Company’s consolidated balance sheet. The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The Company determined the initial fair value for the private warrants at $380,000 on February 11, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates: Schedule of binomial model and Black-Scholes model December 31, February 11, Input Share price $ 10.08 $ 10.00 Risk-free interest rate 1.26 % 0.46 % Volatility 44.26 % 44 % Exercise price $ 11.50 $ 11.50 Warrant life 5 years 5 years As of December 31, 2021, the aggregate value of the Private Warrants was $ 0.41 30,000 To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management has evaluated the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has been a significant impact as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights The holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Leases The Company terminated into short-term agreements for temporary office space. For the years ended December 31, 2021 and 2020, the Company incurred rent expense of $ 6,109 23,639 Underwriting Agreement The underwriters are entitled to a deferred fee of 2.5 1,150,000 Merger Agreement On June 10, 2021, the Company, VIYI, Merger Sub, and WiMi, entered into the Merger Agreement. WiMi holds approximately 73% of the share capital of VIYI. Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands Companies Act (as revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into VIYI, with VIYI being the surviving entity and becoming a wholly owned subsidiary of the Company on the terms and subject to the conditions set forth in the Merger Agreement and simultaneously with the closing the Company will change our name to “MicroAlgo Inc.” The Board of Directors of both the Company and VIYI and the stockholders of VIYI have approved the Merger Agreement and the transactions contemplated by it. Pursuant to the Merger Agreement, the merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free reorganization. The terms of the merger provide for a valuation of VIYI and its subsidiaries and businesses of $ 400,000,000 10.10 39,600,000 6,050,000 4,600,000 At the effective time of the Merger Agreement, all outstanding options and other convertible securities of VIYI will be cancelled or converted into ordinary shares of VIYI and exchanged for the Company’s ordinary shares as part of the consideration described above. As contemplated by and as a condition of the Merger Agreement, the Company entered into a backstop agreement with Ever Abundant Investments Limited, dated as of June 10, 2021. On January 24, 2022, the Company agreed with Ever Abundant Investments Limited to terminate the backstop agreement. In addition, on January 24, 2022, the Company entered into an amendment to the Merger Agreement with VIYI and WiMi. The purposes of the amendment were to: 1. extend the outside termination date of the proposed merger to June 30, 2022; 2. provide for the termination of the original backstop agreement and the execution of the new backstop agreement with the majority shareholder of VIYI; and 3. acknowledge the existence of new potential governmental approvals required under recent changes in China law. Pursuant to the amendment to the Merger Agreement, on January 24, 2022, the Company entered into a backstop agreement with WiMi. Under the new agreement, WiMi agreed to purchase (i) ordinary shares in open market transactions in connection with any tendered or proposed redemptions, and (ii) from the Company ordinary shares in a private placement transaction exempt from registration under the Securities Act of 1933, as amended. Any purchases, either from our shareholders seeking to redeem ordinary shares, or from the Company are limited to up to $15 million in gross amount. WiMi has agreed that any ordinary shares acquired by it will not be subject to redemption under the Company’s corporate organizational documents and also waived any claims against our Trust Account. Consummation of the transactions contemplated by the Merger Agreement are subject to customary conditions of the respective parties, including the approval of the Merger Agreement by the Company’s shareholders, and minimum net tangible assets immediately after the closing. Other than as specifically discussed, this report does not assume the closing of the business combination with VIYI.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On January 24, 2022, Venus, VIYI and WiMi entered into an amendment to the Merger Agreement. The purposes of the amendment were to: i) extend the outside termination date of the proposed merger to June 30, 2022; ii) provide for the termination of the existing backstop agreement and the new backstop agreement with the majority shareholder of VIYI as described below in this Form 8-K; and iii) acknowledge the existence of new potential governmental approvals under recent changes in China law. On February 11, 2022, the Company elected to extend the date by which it is required to complete a business combination to March 11, 2022 and deposited $ 153,333 153,333

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	● Basis of presentation These accompanying consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the consolidated financial position, and the results of its consolidated operations and its consolidated cash flows.
Principles of Consolidation	● Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Schedule of Subsidiary Name Background Ownership Venus Merger Sub Corp. A Cayman Islands company Incorporated on May 25, 2021 100% Owned by Venus
Emerging growth company	● Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	● Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Cash and investments held in trust account	● Cash and investments held in trust account At December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 46,469,183 The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive income (loss). The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations and comprehensive (income) loss.
Warrant liabilities	● Warrant liabilities The Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815, “ Derivatives and Hedging” For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities.
Ordinary shares subject to possible redemption	● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of December 31, 2021 and 2020, the Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control. 4,600,000 0 The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit immediately as if the end of the first reporting period after the Initial Public Offering was the redemption date. Redemption value is remeasured to reflect the interest earned on the Trust Account balance that are available for distribution to redeeming shareholders.
Offering costs	● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering
Fair value of financial instruments	● Fair value of financial instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures
Concentration of credit risk	● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Income taxes	● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Net loss per share	● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” 2,412,500 The net loss per share presented in the statement of operations is based on the following: Net loss per share presented in the statement of operations Years Ended 2021 2020 Net loss $ (812,413 ) $ (117,787 ) Accretion of carrying value to redemption value (3,641,991 ) - Net income $ (4,454,403 ) $ (117,787 ) Basic and diluted net loss per share: Years Ended Years Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,305,127 ) $ (1,149,276 ) $ - $ (117,787 ) Accretion of carrying value to redemption value 3,641,991 - - - Allocation of net income (loss) $ 336,864 $ (1,149,276 ) $ - $ (117,787 ) Denominators: Weighted-average shares outstanding 4,070,685 1,415,479 - 1,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.81 ) $ - $ (0.12 )
Related parties	● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent accounting pronouncements	● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the consolidated results of operations, financial condition, or cash flows, based on the current information.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Subsidiary	Schedule of Subsidiary Name Background Ownership Venus Merger Sub Corp. A Cayman Islands company Incorporated on May 25, 2021 100% Owned by Venus
Net loss per share presented in the statement of operations	Net loss per share presented in the statement of operations Years Ended 2021 2020 Net loss $ (812,413 ) $ (117,787 ) Accretion of carrying value to redemption value (3,641,991 ) - Net income $ (4,454,403 ) $ (117,787 )
Basic and diluted net loss per share:	Basic and diluted net loss per share: Years Ended Years Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,305,127 ) $ (1,149,276 ) $ - $ (117,787 ) Accretion of carrying value to redemption value 3,641,991 - - - Allocation of net income (loss) $ 336,864 $ (1,149,276 ) $ - $ (117,787 ) Denominators: Weighted-average shares outstanding 4,070,685 1,415,479 - 1,000,000 Basic and diluted net income (loss) per share $ 0.08 $ (0.81 ) $ - $ (0.12 )

CASH AND INVESTMENT HELD IN T_2

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Tables)	12 Months Ended
	Dec. 31, 2021
Cash And Investment Held In Trust Account
Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities	Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities Carrying Value Gross Unrealized Fair Value Available-for-sale marketable securities U.S. Treasury Securities $ 46,469,183 $ - $ 46,469,183

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Company's assets that are measured at fair value on a recurring basis	Schedule of Company's assets that are measured at fair value on a recurring basis December 31, Quoted Prices In Significant Other Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 46,469,183 $ 46,469,183 $ - $ - Liabilities: Warrant liabilities $ 410,000 $ - $ - $ 410,000 * included in cash and investments held in trust account on the Company’s consolidated balance sheet.
Schedule of binomial model and Black-Scholes model	Schedule of binomial model and Black-Scholes model December 31, February 11, Input Share price $ 10.08 $ 10.00 Risk-free interest rate 1.26 % 0.46 % Volatility 44.26 % 44 % Exercise price $ 11.50 $ 11.50 Warrant life 5 years 5 years

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)	Jun. 10, 2021	Feb. 11, 2021	Aug. 21, 2019	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from Initial Public Offering				$ 44,875,234	$ (128,681)
Percentage of asset held in trust account				80.00%
Business combination, percentage of voting securities				50.00%
Business Combination, minimum amount of net tangible assets				$ 5,000,001
Aggregate of acquisition amount	$ 400,000,000
Amount deposited into Trust Account				$ 153,333
Trust account, per public share				$ 0.033
Aggregate proceeds held in the Trust Account				$ 1,380,000
Per public share				$ 0.30
Cash held Trust Account		$ 418,430
Working capital deficit				$ 418,172
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate of shares			1,150,000
Note amount				153,333
Merger Sub Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of shares	39,600,000
Price per share	$ 10.10
Aggregate of shares	39,600,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		4,600,000
Purchase price, per unit		$ 10
Sale of units in initial public offering aggragate amount		$ 46,000,000
Proceeds from Initial Public Offering		46,460,000
Transaction Costs				2,462,765
Underwriting fees				805,000
Deferred underwriting fee payable				1,150,000
Other offering costs				$ 507,765
Working Capital funds		$ 418,430
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		600,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units, net of underwriting discounts (in shares)		225,000
Purchase price, per unit		$ 10
Proceeds from Initial Public Offering		$ 2,250,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Name	Venus Merger Sub Corp.
Background	A Cayman Islands company Incorporated on May 25, 2021
Ownership	100% Owned by Venus

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Net loss	$ (812,413)	$ (117,787)
Accretion of carrying value to redemption value	(3,641,991)
Net income	$ (4,454,403)	$ (117,787)

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Basic and diluted net loss per share:
Allocation of net income (loss)	$ (812,413)	$ (117,787)
Redeemable Ordinary Shares [Member]
Basic and diluted net loss per share:
Allocation of net loss including carrying value to redemption value	(3,305,127)
Accretion of carrying value to redemption value	3,641,991
Allocation of net income (loss)	$ 336,864
Weighted-average shares outstanding	4,070,685
Basic and diluted net income (loss) per share	$ 0.08
Non Redeemable Ordinary Shares [Member]
Basic and diluted net loss per share:
Allocation of net loss including carrying value to redemption value	$ (1,149,276)	$ (117,787)
Accretion of carrying value to redemption value
Allocation of net income (loss)	$ (1,149,276)	$ (117,787)
Weighted-average shares outstanding	1,415,479	1,000,000
Basic and diluted net income (loss) per share	$ (0.81)	$ (0.12)

SIGNIFICANT ACCOUNTING POLICI_7

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Cash	$ 0	$ 0
Temporary equity, shares outstanding	4,600,000	0
Unrecognized tax benefits	$ 0	$ 0
Interest and penalties	$ 0	$ 0
Antidilutive shares	2,412,500
US Treasury Securities [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Cash	$ 46,469,183
Investment securities	$ 46,469,183

CASH AND INVESTMENT HELD IN T_3

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details) - US Treasury Securities [Member]	12 Months Ended
	Dec. 31, 2021USD ($)
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Carrying Value	$ 46,469,183
Gross Unrealized Holding Gain
Fair Value	$ 46,469,183

CASH AND INVESTMENT HELD IN T_4

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative)	Dec. 31, 2021USD ($)
US Treasury Securities [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Investment securities	$ 46,469,183

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 11, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting compensation		$ 1,150,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	4,600,000
Purchase price, per unit	$ 10
Warrants exercise price share	$ 11.50
Underwriting Discount		$ 805,000
Underwriting Discount Percentage		1.75%
Deferred underwriting compensation		$ 1,150,000
Gross offering proceeds payable, percentage		2.50%
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	600,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement Warrants [Member] - Private Placement [Member]	1 Months Ended
	Feb. 11, 2021USD ($)$ / sharesshares
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued | shares	225,000
Price of warrants | $ / shares	$ 10
Aggregate purchase price | $	$ 2,250,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 21, 2019	Dec. 31, 2021	Nov. 02, 2022	Dec. 31, 2020	Jan. 16, 2020
Related Party Transaction [Line Items]
Advance from a related party		$ 373,421		$ 26,750
Amount deposited into Trust Account		$ 153,333
Trust account, per public share		$ 0.033
Aggregate proceeds held in the Trust Account		$ 1,380,000
Per public share		$ 0.30
Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note					$ 450,000
Outstanding balance of related party note		$ 0		$ 228,483
Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Payments for office space and administrative support services per month		10,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Loan conversion agreement warrant		$ 1,500,000
Related Party Loans [Member] | Working Capital Loans Warrant [Member]
Related Party Transaction [Line Items]
Price of warrant		$ 10
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues	1,150,000
Stock Repurchased and Retired During Period, Value	$ 25,000
Note amount		$ 153,333
Sponsor [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Note amount			$ 153,333
Sponsor [Member] | Foundershares [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		1,150,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		50.00%
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.50

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, shares issued	1,450,000	1,150,000
Ordinary shares, shares outstanding	1,450,000	1,150,000
Temporary Equity, Shares Outstanding	4,600,000	0
Warrant exercise price	$ 11.50

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Cash held in the Trust Account	$ 0	$ 0
Warrant liabilities	410,000
Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Warrant liabilities	410,000
US Treasury Securities [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Cash held in the Trust Account	46,469,183
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Cash held in the Trust Account	46,469,183
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Cash held in the Trust Account
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Cash held in the Trust Account

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1)	1 Months Ended	12 Months Ended
	Feb. 11, 2021	Dec. 31, 2021
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.00	10.08
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.46	1.26
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	44	44.26
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	5 years	5 years

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	11 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares	$ 410,000
Change In Fair Value Of Warrant Liabilities	30,000
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares	$ 410,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 10, 2021	Dec. 31, 2021	Dec. 31, 2020
Rent expense		$ 6,109	$ 23,639
Percentage of underwriters deferred fee		2.50%
Deferred underwriting fees		$ 1,150,000
Aggregate of acquisition amount	$ 400,000,000
Ordinary shares, shares issued		1,450,000	1,150,000
Ordinary shares, shares outstanding		1,450,000	1,150,000
Ordinary shares subject to possible redemption		4,600,000	0
Merger Sub Common Stock [Member]
Price per share	$ 10.10
Aggregate of shares	39,600,000
Ordinary shares, shares issued	6,050,000
Ordinary shares, shares outstanding	6,050,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 11, 2022	Feb. 11, 2022
Subsequent Event [Member]
Subsequent Event [Line Items]
Amount Deposited into trust account	$ 153,333	$ 153,333