SEC Company Response from MicroAlgo Inc. (MLGO, VENAF) (CIK 0001800392) (MLGO) — Sep 19, 2022
MicroAlgo Inc. (MLGO, VENAF) (CIK 0001800392)
Date: Sept. 19, 2022 · CIK: 0001800392 · Accession: 0001829126-22-016972
AI Filing Summary & Sentiment
File numbers found in text: 001-40024
Referenced dates: September 15, 2022
Letter
Via EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Mr. Mitchell Austin Re: Venus Acquisition Corporation Response to the Staff’s Comments on Revised Preliminary Proxy Statement on Schedule 14A as filed September 2, 2022 File No. 001-40024
Dear Ms. Kim and Mr. Austin:
On behalf of our client, Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 15, 2022 on the Company’s Revised Preliminary Proxy Statement on Schedule 14A submitted on September 2, 2022 (the “Revised Preliminary Proxy Statement”).
Concurrently with the submission of this letter, the Company is submitting the Amendment No. 3 to the Preliminary Proxy Statement on Schedule 14A (the “Amendment No. 3”) via EDGAR to the Commission.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No. 3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 3.
Revised Preliminary Proxy Statement filed September 2, 2022
General
1. Please update your discussion of the Holding Foreign Companies Accountable Act to disclose the Statement of Protocol signed by the PCAOB and the CSRC of the People’s Republic of China on August 26, 2022. Please balance the disclosure regarding the Statement of Protocol by stating that when the PCAOB reassesses its determinations by the end of 2022, it could determine that it still unable to inspect and investigate completely audit firms based in China and Hong Kong.
In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No. 3 on the cover page and page 58 in accordance with the Staff’s instructions.
If you have any questions regarding the Amendment No. 3, please contact the undersigned by phone at (212) 599 3322 ext. 25115 or via e-mail at SGlauberman@beckerlawyers.com.
Very
truly yours,
/s/
Steven Glauberman, Esq.
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CORRESP
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filename1.htm
Steven
Glauberman, Esq.
SGlauberman@beckerlawyers.com
Phone: (212) 599 3322 ext. 25115
Fax: (212) 557-0295
Becker
& Poliakoff, LLP
45 Broadway, 17th Floor
New York, New York 10006
September
19, 2022
Via
EDGAR
Division
of Corporation Finance
Office
of Technology
Securities
and Exchange Commission
Washington,
D.C. 20549
Attn.:
Ms.
Amanda Kim
Mr.
Mitchell Austin
Re:
Venus
Acquisition Corporation
Response
to the Staff’s Comments on Revised Preliminary Proxy Statement on Schedule 14A as filed September 2, 2022
File
No. 001-40024
Dear
Ms. Kim and Mr. Austin:
On
behalf of our client, Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”), we submit
to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 15, 2022 on the Company’s
Revised Preliminary Proxy Statement on Schedule 14A submitted on September 2, 2022 (the “Revised Preliminary Proxy Statement”).
Concurrently
with the submission of this letter, the Company is submitting the Amendment No. 3 to the Preliminary Proxy Statement on Schedule 14A
(the “Amendment No. 3”) via EDGAR to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amendment No. 3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amendment No. 3.
1
Revised
Preliminary Proxy Statement filed September 2, 2022
General
1.
Please
update your discussion of the Holding Foreign Companies Accountable Act to disclose the Statement of Protocol signed by the PCAOB
and the CSRC of the People’s Republic of China on August 26, 2022. Please balance the disclosure regarding the Statement of
Protocol by stating that when the PCAOB reassesses its determinations by the end of 2022, it could determine that it still unable
to inspect and investigate completely audit firms based in China and Hong Kong.
In
response to the Staff’s comments, the Company has revised the disclosure in the Amendment No. 3 on the cover page and page 58 in
accordance with the Staff’s instructions.
If
you have any questions regarding the Amendment No. 3, please contact the undersigned by phone at (212) 599 3322 ext. 25115 or via e-mail
at SGlauberman@beckerlawyers.com.
Very
truly yours,
/s/
Steven Glauberman, Esq.
cc:
Bill
Huo (Becker)
Yang Ge (DLA Piper)
2