8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 9, 2021

Date of Report (Date of earliest event reported)

VENUS ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40024	n/a
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
477 Madison Avenue 6^th^ Floor, New York, New York	10022
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 646-393-6713

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share,<br><br>one redeemable warrant, and one right	VENAU	The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value	VENA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable<br><br>for one -half ordinary share	VENAW	The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share	VENAR	The Nasdaq Stock Market LLC

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Item 8.01. Other Events.

On April 9, 2021, Venus Acquisition Corporation, a Cayman Islands corporation (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the underlying securities of the units. The underlying securities are ordinary shares, par value $0.001 per share (the “Ordinary Shares”), rights and warrants which will commence separate trading on Tuesday, April 13, 2021.

The Company had completed its initial public offering on February 11, 2021 in which it sold 4,600,000 Units for gross proceeds of $46,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one-half of one ordinary share and a right to acquire 1/10^th^ of one ordinary share. A copy of the Company’s prospectus may be viewed on the SEC’s EDGAR website at https://www.sec.gov/Archives/edgar/data/0001800392/000121390021007962/f424b42021_venusacq.htm

Any Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VENAU.”

Any ordinary shares, rights and warrants that are separated will trade on Nasdaq under the symbols “VENA,” “VENAR” and “VENAW,” respectively. Holders of Units will need to have their securities brokers contact Vstock Transfer LLC, the Company’s transfer agent, in order to separate the holders’ Units into ordinary shares, rights and warrants.

A copy of the press release issued by the Company on April 9, 2021 announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.	Description
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99.1	Venus Acquisition Corporation Press Release dated April 9, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

VENUS ACQUISTION CORPORATION
By:	/s/        Yanming Liu
Yanming Liu
Chief Executive Officer

Dated as of April 9, 2021

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Exhibit 99.1

Venus Acquisition Corporation Announces the Separate Trading ofits Ordinary Shares, Rights and Warrants Commencing Tuesday, April 13, 2021

New York, New York, April 9, 2021: Venus Acquisition Corporation (Nasdaq: VENA) (the “Company”) announced that, commencing Wednesday, April 13, 2021, holders of the units sold in the Company’s initial public offering of 4,600,000 units, completed on February 11, 2021, may elect to separately trade the ordinary shares, rights and warrants included in the units. Each unit consists of one ordinary share, one right to receive one-tenth (1/10) of one ordinary share at the closing of a business combination, and one redeemable warrant to purchase one-half of one ordinary share.

Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VENAU.”

The ordinary shares, rights and warrants that are separated will trade on Nasdaq under the symbols “VENA,” “VENAR” and “VENAW,” respectively. Holders of units will need to have their securities brokers contact Vstock Transfer LLC at 18 Lafayette Place, Woodmere, New York 11598, the Company’s transfer agent, in order to separate the units into ordinary shares, rights and warrants.

The units were initially offered by the Company in an underwritten offering through Ladenburg Thalmann & Co. Inc., which acted as the book running manager for the offering and as the representative of the underwriters in the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as joint bookrunner for the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on February 8, 2021. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Ladenburg Thalmann & Co., Inc. at 277 Park Avenue, 26^th^ Floor, New York, NY 10172; telephone number: 1-800-573-2541, e-mail: prospectus@ladenburg.com.

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About Venus Acquisition Corp.

Venus Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our business combination.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contacts:

Yanming Liu, Chief Executive Officer

477 Madison Avenue

6^th^ Floor

New York, New York 10022

Telephone Number: 1 646 393 6713

Email: ceo@vnusacq.com

source: Venus Acquisition Corporation