UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 Changes in Registrant’s Certifying Accountant
On March 16, 2023, Marcum LLP (“Marcum”) ceased to be the independent auditor of MicroAlgo Inc. (formerly known as “Venus Acquisition Corporation,” either or together as the “Company”) due to the termination of the engagement letter between the Company and Marcum. And the Company engaged OneStop Assurance PAC (“OneStop”) as its independent registered public accounting firm on the same date.
From September 30, 2022 through March 16, 2023, there was no audit report issued by Marcum and there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports.
During the two most recent fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through March 16, 2023, there were no any reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Marcum with a copy of this disclosure and has requested that Marcum furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K. and, if not, stating the respect in which it does not agree. A copy of Marcum’s letter dated 17, 2023 is attached hereto as Exhibit 16.1.
On March 16, 2023, the Company engaged OneStop Assurance PAC (“OneStop”) to serve as its independent registered public accounting firm. The decision to engage OneStop was approved by the Audit Committee of the Board of Directors of the Company and the Board.During the Company’s two fiscal years ended December 31, 2021 and 2020, and through March 16, 2023, neither the Company nor anyone acting on its behalf consult OneStop with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and OneStop did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement or any reportable events as defined and set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum LLP to the Securities and Exchange Commission, dated March 17, 2023 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2023
| MicroAlgo Inc. | |
| /s/ Min Shu | |
| Min Shu | |
| Chief Executive Officer |
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