UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 333-274650
MicroAlgo Inc.
(Registrant’s Name)
Unit 507, Building C, Taoyuan Street,
Long Jing High and New Technology Jingu Pioneer Park,
Nanshan District, Shenzhen, People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Attached
as Exhibit 99.1 hereto is the Company’s Notice of Extraordinary General Meeting ("EGM”) for an EGM to be held at Company
headquarters on March 15, 2024.
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, thereunto duly authorized.
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MicroAlgo Inc. |
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By: |
/s/ Min Shu |
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Name: |
Min Shu |
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Title: |
Chief Executive Officer |
Date: February 29, 2024
EXHIBIT INDEX
Exhibit 99.1
MICROALGO INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF
MEMBERS
To Be Held on March 15, 2024
To the Shareholders of MicroAlgo Inc:
NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”). The Extraordinary Meeting is to be held at Company headquarters located at Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology Jingu Pioneer
Park, Nanshan District, Shenzhen, People’s Republic of China, at 9:00 a.m., Beijing time, on Friday, March 15, 2024, and at any adjournment or adjournments thereof, at which the following will be proposed
as ordinary resolutions:
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1. |
THAT with effect immediately, every ten
(10) issued and unissued ordinary shares of a nominal or par value of US$0.001 each in the capital of the Company (the
“Existing Shares”) be consolidated into one (1) share of a nominal or par value of US$0.01 each (each a
“Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects with each other in
accordance with the Company’s currently effective memorandum and articles of association (the “Share
Consolidation”) such that following the Share Consolidation the authorized share capital of the Company will be
changed
FROM US$200,000 divided into 200,000,000 shares of a nominal or par value of US$0.001 each
TO US$200,000 divided into
20,000,000 shares of a nominal or par value of US$0.01 each,
and no fractional shares be issued in connection with the Share Consolidation
and all fractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from the
Share Consolidation shall instead be rounded up to the nearest whole number of shares.
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2. |
THAT immediately following the Share Consolidation, the authorized share capital of the
Company be increased
FROM US$200,000 divided into 20,000,000 shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 200,000,000 shares of a nominal or par value of US$0.01 each (the “Share Capital Increase”), by the creation of an additional 180,000,000 shares of a nominal or par value of US$0.01 each to rank pari passu in all
respects with the existing shares in the capital of the Company.
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The foregoing items of business are more fully described in the proxy statement accompanying
this Notice. We are not aware of any other business to come before the Extraordinary
Meeting.
Only shareholders of record at the close of business on February 14, 2024 are entitled to notice and to vote at the Extraordinary Meeting and any adjournment
or postponement thereof.
It is important that your shares are represented at the Extraordinary Meeting. We
urge you to review the attached Proxy Statement and, whether or not you plan to attend
the Extraordinary Meeting in person, please vote your shares promptly by casting your
vote via the Internet, or, if you prefer to mail your proxy or voter instructions,
please complete, sign, date, and return your proxy or vote instruction form in the
pre-addressed envelope provided, which requires no additional postage if mailed in
the United States. You may revoke your vote by submitting a subsequent vote over the
Internet or by mail before the Extraordinary Meeting, or by voting in person at the
Extraordinary Meeting.
If you plan to attend the Extraordinary Meeting, please notify us of your intentions.
This will assist us with meeting preparations. If your shares are not registered in
your own name and you would like to attend the Extraordinary Meeting, please follow
the instructions contained in the proxy materials that are being mailed to you and
any other information forwarded to you by your broker, trust, bank, or other holder
of record to obtain a valid proxy from it. This will enable you to gain admission
to the Extraordinary Meeting and vote in person.
| February 27, 2024 |
By Order of the Board of Directors, |
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/s/ Min Shu |
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Min Shu |
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Director & CEO |
TABLE OF CONTENTS
MicroAlgo Inc.
Unit 507, Building C, Taoyuan Street,
Long Jing High and New Technology Jingu Pioneer Park,
Nanshan District, Shenzhen, People’s Republic of China
PROXY STATEMENT
This Proxy Statement and
the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”)
of MicroAlgo Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,”
“us” or “our”), for the Extraordinary General Meeting of Members (the “Extraordinary Meeting”).
The Extraordinary Meeting will be held at our headquarters located at Unit 507, Building C, Taoyuan Street, Long Jing High and New Technology
Jingu Pioneer Park, Nanshan District, Shenzhen, People’s Republic of China, at 9:00 a.m., Beijing time, on Friday, March 15, 2024,
and at any adjournment or adjournments thereof.
We will send or make these proxy materials available to shareholders on or about February 27, 2024.
GENERAL INFORMATION
Purpose of Extraordinary Meeting
The purposes of the Extraordinary Meeting are to seek shareholders’ approval of the
following ordinary resolutions:
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1. |
THAT with effect immediately, every ten (10) issued and unissued ordinary shares of a nominal
or par value of US$0.001 each in the capital of the Company (the “Existing Shares”) be consolidated into one (1) share of a nominal or par value of US$0.01 each (each
a “Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects with each other
in accordance with the Company’s currently effective memorandum and articles of association (the “Share Consolidation”) such that following the Share Consolidation the authorized share capital of the
Company will be changed
FROM US$200,000 divided into 200,000,000 shares of a nominal or par value of US$0.001 each
TO US$200,000 divided into 20,000,000 shares
of a nominal or par value of US$0.01 each,
and no fractional shares be issued in connection with the Share Consolidation
and all fractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from
the Share Consolidation shall instead be rounded up to the nearest whole number of shares.
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2. |
THAT immediately following the Share Consolidation, the authorized share capital of the
Company be increased
FROM US$200,000 divided into 20,000,000 shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 200,000,000 shares of a nominal or par value of US$0.01
each (the “Share Capital Increase”), by the creation of an additional 180,000,000 shares of a nominal or par value of US$0.01 each to rank pari passu in all
respects with the existing shares in the capital of the Company.
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The Board recommends a vote FOR each proposal.
Will there be any other items of business on the agenda?
The Board knows of no other matters that will be presented for consideration at the
Extraordinary Meeting. The persons named on the proxy card shall be entitled to vote
on such other matters in accordance with their judgment.
Who is entitled to vote at the Extraordinary Meeting?
Only shareholders of record of our ordinary shares of a par value of US$0.001 each,
as of the close of business on February 14, 2024 (the “Record Date”) are entitled to receive notice and to attend and vote at the Extraordinary Meeting
and any adjournment or postponements thereof.
Each fully paid ordinary share is entitled to one vote on each matter properly brought
before the Extraordinary Meeting. The enclosed proxy card or voting instruction card
shows the number of shares you are entitled to vote at the Extraordinary Meeting.
Shareholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with the Company,
then you are a shareholder of record. As a shareholder of record, you may vote in
person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend
the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote
either by Internet with the control number on your Proxy Card or by filling out and
returning the enclosed proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that
organization. The organization holding your account is considered the shareholder
of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares
in your account. Your broker will not be able to vote your shares unless your broker
receives specific voting instructions from you. We strongly encourage you to vote.
What constitutes a quorum and how will votes be counted?
The quorum for our Extraordinary Meeting is one or more members entitled
to vote and present in person or by proxy together representing not less than one-half of the votes attached to the then issued share
capital of the Company throughout the Extraordinary Meeting. If, within fifteen minutes from the time appointed for our Extraordinary
Meeting a quorum is not present, or if at any time during the Extraordinary Meeting it becomes inquorate, then the Extraordinary Meeting
will be adjourned (in accordance with the provisions of our existing articles of association) to the same time and place(s) seven days
hence, or to such time and (where applicable) such place(s) as is determined by the Board in accordance with the provisions of our existing
articles of association.
Votes Required
Each of the proposals requires the affirmative vote of a simple majority of the votes
cast by, or on behalf of the shareholders entitled to vote and voting on such proposal,
in person or by proxy.
How do I vote?
Your shares may only be voted at the Extraordinary Meeting if you are present in person
or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting,
we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using any of the following methods:
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By Internet. You may vote by using the Internet in accordance with the instructions included
in the proxy card. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their
instructions have been properly recorded. |
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By Mail. Shareholders of record as of the Record Date may submit proxies by completing, signing
and dating their proxy cards and mailing them in the accompanying pre-addressed envelopes.
If you return your signed proxy but do not indicate your voting preferences, your
shares will be voted on your behalf “FOR” each of the proposals. Shareholders who
hold shares beneficially in street name may provide voting instructions by mail by
completing, signing and dating the voting instruction forms provided by their brokers,
banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
Revoking Your Proxy
Even if you execute a proxy, you retain the right to revoke it and to change your
vote by notifying us at any time before your proxy is voted. Such revocation may be
effected by following the instructions for voting on your proxy card or vote instruction
form. Unless so revoked, the shares represented by proxies, if received in time, will
be voted in accordance with the directions given therein. However, if you are shareholder
of record, delivery of a proxy would not preclude you from attending and voting in
person at the meeting convened and in such event, the instrument appointing a proxy
and authority granted to such proxy shall be deemed to be revoked.
If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent
reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner
as the proxies would have been voted at the original convening of the Extraordinary
Meeting (except for any proxies that have at that time effectively been revoked or
withdrawn), even if the proxies had been effectively voted on the same or any other
matter at a previous Extraordinary Meeting.
Proxy Solicitation Costs
We will bear the entire cost of this solicitation of proxies, including the preparation,
assembly, printing, and mailing of the proxy materials that we may provide to our
shareholders. Copies of solicitation material will be provided to brokerage firms,
fiduciaries and custodians holding shares in their names that are beneficially owned
by others so that they may forward the solicitation material to such beneficial owners.
We may solicit proxies by mail, and the officers and employees of the Company, who
will receive no extra compensation therefore, may solicit proxies personally or by
telephone. The Company will reimburse brokerage houses and other nominees for their
expenses incurred in sending proxies and proxy materials to the beneficial owners
of shares held by them.
PROPOSAL NO. 1
SHARE CONSOLIDATION
Purpose of Share Consolidation
The Company’s ordinary shares are listed on The Nasdaq Capital Market under the trading symbol
of “MLGO.” For our ordinary shares to continue to be listed on The Nasdaq Capital Market,
the Company must satisfy various listing standards established by Nasdaq. Among others,
Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per
share (the “Bid Price Rule”).
To enhance the Company’s ability to maintain compliance with the Bid Price Rule, the Board believes that
it is in the best interest of the Company and the shareholders to effectuate the Share
Consolidation to increase the market price of the ordinary shares. As a result, the
Board is soliciting shareholders’ approval of a share consolidation of the Company’s shares at a ratio of ten-for-one and to provide authorization to the Board to settle
as it considers expedient any difficulty which arises in relation to any consolidation
of ordinary shares of the Company.
The Board also believes that the delisting of the ordinary shares from The Nasdaq
Capital Market would likely result in decreased liquidity. Such decreased liquidity
would result in the increase in the volatility of the trading price of the ordinary
shares, a loss of current or future coverage by certain analysts and a diminution
of institutional investor interest. In addition, the Board believes that such delisting
could also cause a loss of confidence of corporate partners, customers and employees,
which could harm the Company’s business and future prospects.
In evaluating whether or not to conduct the Share Consolidation, the Board also took
into account various negative factors associated with such corporate action. These
factors include: the negative perception of share consolidation held by some investors,
analysts and other stock market participants; the fact that the share price of some
companies that have effected of share consolidation has subsequently declined back
to pre-consolidation levels; the adverse effect on liquidity that might be caused
by a reduced number of shares outstanding; and the costs associated with implementing
a share consolidation.
The Board considered these factors, and the potential harm of being delisted from
The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq
Capital Market is in the best interest of the Company and its shareholders as a whole,
and that the Share Consolidation is probably necessary to maintain the listing of
the Company’s ordinary shares on The Nasdaq Capital Market.
In addition, there can be no assurance that, after the Share Consolidation, the Company
would be able to maintain the listing of the ordinary shares on The Nasdaq Capital
Market. The Nasdaq Capital Market maintains several other continued listing requirements
currently applicable to the listing of the ordinary shares. Shareholders should recognize
that if the Share Consolidation is effected, they will own a smaller number of ordinary
shares than they currently own. While the Company expects that the Share Consolidation
will result in an increase in the market price of the ordinary shares, it may not
increase the market price of the ordinary shares in proportion to the reduction in
the number of ordinary shares outstanding or result in a permanent increase in the
market price (which depends on many factors, including our performance, prospects
and other factors that may be unrelated to the number of shares outstanding).
If the Share Consolidation is effected and the market price of the Company’s ordinary shares declines, the percentage decline as an absolute number and as a
percentage of the Company’s overall market capitalization may be greater than would occur in the absence of
the Share Consolidation. Furthermore, the liquidity of the Company’s ordinary shares could be adversely affected by the reduced number of shares that
would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation
may not achieve the desired results that have been outlined above.
Effects of the Share Consolidation
Authorized Shares and Unissued Shares
At the time the Share Consolidation is effective, all of our issued and unissued ordinary
shares will be consolidated at the ratio of ten-for-one. The Share Consolidation will affect all shareholders uniformly and will have no effect
on the proportionate holdings of any individual shareholder, with the exception of
adjustments related to the treatment of fractional shares.
As indicated in the Share Capital Increase proposal below, we are also seeking our
shareholders’ approval to increase our authorized share capital to US$2,000,000 divided into 200,000,000 ordinary shares of a nominal or par value of US$0.01 each, immediately
following the Share Consolidation.
Issued and Outstanding Shares
The Share Consolidation will also reduce the number of issued and outstanding ordinary
shares at the ratio of ten-for-one. In addition, the par value of ordinary shares
will be increased by the same ratio.
For example, a shareholder holding 100 ordinary shares, par value US$0.001 before
the Share Consolidation would hold 10 ordinary shares, par value US$0.01 per share
after the Share Consolidation. However, each shareholder’s proportionate ownership of the issued and outstanding ordinary shares immediately
following the effectiveness of the Share Consolidation would remain the same, with
the exception of adjustments related to the treatment of fractional shares (see below).
Proportionate adjustments will be made based on the ratio of the Share Consolidation
to the per share exercise price and the number of shares issuable upon the exercise
or conversion of all outstanding options, warrants, convertible or exchangeable securities
entitling the holders to purchase, exchange for, or convert into, our ordinary shares.
This will result in approximately the same aggregate price being required to be paid
under such options, warrants, convertible or exchangeable securities upon exercise,
and approximately the same value of ordinary shares being delivered upon such exercise,
exchange or conversion, immediately following the Share Consolidation as was the case
immediately preceding the Share Consolidation.
Fractional Shares
No fractional ordinary shares will be issued to any shareholders in connection with
the Share Consolidation and all fractional shares issuable to our holders of record resulting from the Share Consolidation be rounded up to the nearest whole number of
share.
Outstanding Warrants
As of February 14, 2024, we have 4,825,000 warrants issued and outstanding exercisable for one-half of an ordinary share at
an exercise price of $11.50 per whole share.;
Upon effectiveness of the Share Consolidation, pursuant to the Warrant Agreement, each outstanding warrant of the Company shall be exercisable for 1/20 ordinary share
of the Company. The exercise price of Company’s outstanding Warrants shall be increased to US$115 per whole share, adjusted from
$11.50 prior to the Share Consolidation.
Procedure for Implementing the Share Consolidation
As soon as practicable after the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been effected.
Banks, brokers or other nominees will be instructed to effect the Share Consolidation
for their beneficial holders holding shares in “street name.” However, these banks,
brokers or other nominees may have different procedures from those that apply to registered
shareholders for processing the Share Consolidation. If a shareholder holds shares
with a bank, broker or other nominee and has any questions in this regard, shareholders
are encouraged to contact their bank, broker or other nominee.
Federal Income Tax Consequences of the Share Consolidation
The Share Consolidation should be a tax-free transaction under the Internal Revenue
Code of 1986, as amended. Therefore, a shareholder generally will not recognize gain
or loss on the Share Consolidation, except to the extent of cash, if any, received
in lieu of a fractional share interest in the post-consolidation shares. The holding
period and tax basis of the pre- consolidation ordinary shares will be transferred
to the post- consolidation ordinary shares (excluding any portion of the holder’s basis allocated to fractional shares).
This discussion should not be considered as tax or investment advice, and the tax
consequences of the Share Consolidation may not be the same for all shareholders.
Shareholders should consult their own tax advisors to know their individual federal,
state, local and foreign tax consequences.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the
total votes attaching to the shares that are entitled to vote and voting at the Meeting
is required to approve the Share Consolidation proposal.
Recommendation of the Board
The Board recommends that you vote “FOR” the following resolution by way of an ordinary resolution:
THAT with effect immediately, every ten (10) issued and unissued ordinary shares of a nominal
or par value of US$0.001 each in the capital of the Company (the “Existing Shares”) be hereby consolidated into one (1) share of a nominal or par value of US$0.01
each (each a “Consolidated Share”), and such Consolidated Shares shall rank pari passu in all respects with each other
in accordance with the Company’s currently effective memorandum and articles of association (the “Share Consolidation”) such that following the Share Consolidation the authorized share capital of the
Company will be changed
FROM US$200,000 divided into 200,000,000
shares of a nominal or par value of US$0.001 each
TO US$200,000 divided into 20,000,000
shares of a nominal or par value of US$0.01 each,
and no fractional shares be issued in connection
with the Share Consolidation and all fractional shares (after aggregating all fractional shares that would otherwise be received by a
shareholder) resulting from the Share Consolidation shall instead be rounded up to the nearest whole number of shares.
PROPOSAL NO. 2
SHARE CAPITAL INCREASE
The Board approved, and directed that there be submitted to the shareholders of the
Company for approval by way of an ordinary resolution, that immediately following
the approval of the Share Consolidation proposal by the shareholders, the authorized
share capital of the Company be increased from US$200,000 divided into 20,000,000 shares of a nominal or par value of US$0.01 each, to US$2,000,000 divided into 200,000,000 shares of a nominal or par value of US$0.01 each (the “Share Capital Increase proposal”).
If the Share Consolidation proposal is not approved, then this Share Capital Increase
proposal will not be applicable.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the
total votes attaching to the shares entitled to vote and voting at the Extraordinary
Meeting is required to approve the Share Capital Increase proposal.
Recommendation of the Board
The Board recommends that you vote “FOR” the following resolution by way of an ordinary resolution:
THAT immediately following the Share Consolidation, the authorized share capital of the
Company be increased
FROM US$200,000 divided into 20,000,000 shares of a nominal or par value of US$0.01 each
TO US$2,000,000 divided into 200,000,000 shares of a nominal or par value of US$0.01 each (the “Share Capital Increase”), by the creation of an additional 180,000,000 shares of a nominal or par value of US$0.01 each to rank pari passu in all
respects with the existing shares in the capital of the Company.
OTHER MATTERS
Our Board is not aware of any business to come before the Extraordinary Meeting other
than those matters described above in this Proxy Statement. However, if any other
matters should properly come before the Extraordinary Meeting, it is intended that
proxies in the accompanying form will be voted in accordance with the judgment of
the person or persons voting the proxies.
| February 27, 2024 |
By Order of the Board of Directors |
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/s/ Min Shu |
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Min Shu
Director & CEO |
MicroAlgo (NASDAQ:MLGO)
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