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VENUS ACQUISITION CORPORATION

477 Madison

Avenue, 6th Floor

New York,

New York 10022

Tel.: (646) 393-6713

 

February 3, 2021

 

VIA EDGAR

 

 

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:Venus Acquisition Corp (the “Company”)
  Registration Statement on Form S-1
  

(File No. 333-251507) (the “Registration Statement”)

 

Ladies and Gentlemen::

 

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective at 4:30 p.m., Washington D.C. time, on Monday, , February 8, 2021, or as soon thereafter as practicable.

 

The Company hereby acknowledges that:

 

● Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

  

  Very truly yours,
   
  VENUS ACQUISITION CORP.
   
  By:  /s/ Yanming Liu
    Yanming Liu
Chief Executive Officer, Principal Executive Officer