SCHEDULE 13D/A: WiMi Hologram Cloud Solidifies Majority Stake in MicroAlgo Inc. Through Convertible Note Conversion

WiMi Hologram Cloud Inc. has increased its beneficial ownership in MicroAlgo Inc. to 99.79% of the class, converting convertible notes into 34,878,261 Class B ordinary shares to maintain a majority stake.

Summary

• WiMi Hologram Cloud Inc. (the "Reporting Person") filed an Amendment No. 2 to its Schedule 13D, updating its beneficial ownership in MicroAlgo Inc. (the "Issuer").
• The update reflects the acquisition of additional shares by WiMi on March 25, 2025, through the conversion of convertible notes.
• These convertible notes were issued under a Convertible Note Purchase Agreement dated October 11, 2024, with an aggregate principal amount of up to $25,000,000 and a purchase price of up to $23,000,000.
• WiMi acquired 34,878,261 Class B ordinary shares in restricted shares via this conversion.
• As a result, WiMi Hologram Cloud Inc. beneficially owns 46,728,919 shares, comprising 1,850,658 Class A ordinary shares and 44,878,261 Class B ordinary shares, representing 99.79% of the class.
• Jie Zhao, as a reporting person, beneficially owns 30,046,694 shares with sole voting and dispositive power, representing 64.16% of the class, with these securities directly held by WiMi.
• The percentage ownership interest for both reporting persons is determined based on 899,415,878 outstanding votes of the Issuer, representing Class A and Class B ordinary shares.
• The primary purpose of the transaction was for WiMi to maintain a majority ownership stake in MicroAlgo Inc.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as WiMi Hologram Cloud Inc. successfully converted notes to maintain its majority ownership, indicating stability and continued strategic control over MicroAlgo Inc. This is a routine update for a significant corporate action.

Positives

• WiMi Hologram Cloud Inc. successfully converted convertible notes to maintain its majority ownership stake in MicroAlgo Inc., indicating continued strategic control.
• The transaction strengthens WiMi's position as the dominant shareholder in MicroAlgo Inc. with 99.79% beneficial ownership of the class.

Risks

• The reporting person has no present plans or proposals that relate to or would result in any significant corporate actions (such as mergers, liquidations, or major business changes) beyond maintaining its current position, which could limit future strategic flexibility or major value-unlocking events for other shareholders.

Future Outlook

The reporting person, WiMi Hologram Cloud Inc., has stated that it has no present plans or proposals that would result in any significant corporate actions beyond maintaining its majority ownership stake in MicroAlgo Inc. However, it may review or reconsider its positions and formulate new plans at any time.

Management Comments

• WiMi Hologram Cloud Inc. acquired additional shares of the Issuer to maintain a majority ownership stake of the Issuer.

Industry Context

This filing represents a specific corporate action related to an existing investment and ownership structure, rather than a broader industry trend. It signifies a strategic move by WiMi Hologram Cloud Inc. to solidify its control over MicroAlgo Inc., which is common in corporate investment strategies where a parent or major investor seeks to maintain or increase influence over a subsidiary or significant holding.

Related Party Transactions

• The Convertible Note Purchase Agreement and subsequent conversion of notes occurred between WiMi Hologram Cloud Inc. and MicroAlgo Inc., where WiMi is a significant shareholder, indicating a related-party transaction.

Stakeholder Impact

• Shareholders of MicroAlgo Inc. will note the continued and solidified majority control by WiMi Hologram Cloud Inc., which may influence future strategic decisions and operational direction.
• The conversion of notes into equity could dilute the percentage ownership of other existing shareholders, depending on the total outstanding shares and voting rights structure.

Next Steps

• The Reporting Person may, at any time, review or reconsider its positions with respect to the Issuer and formulate new plans or proposals, although it has no present intention of doing so beyond maintaining its current stake.

Key Dates

Keywords

MicroAlgo Inc., WiMi Hologram Cloud Inc., Schedule 13D, Beneficial Ownership, Convertible Notes, Class A Ordinary Shares, Class B Ordinary Shares, SEC Filing, Corporate Control, Strategic Investment