Exhibit 4.3


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Redeemable Warrants


 


THIS REDEEMABLE WARRANT SHALL BE VOID
IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


VENUS ACQUISITION CORPORATION


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP G9420F 110


 


Warrant Certificate


 


This Warrant Certificate certifies that               ,
or registered assigns, is the registered holder of                warrant(s) evidenced hereby (the “Warrants” and each,
a “Warrant”) to purchase ordinary shares, $0.001 par value per share (“Ordinary Shares”),
of Venus Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for
one-half of one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company
will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The
number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


The initial Exercise Price per whole Ordinary
Share for any Warrant is equal to $11.50 per Ordinary Share. The Exercise Price is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


[signature page follows]


 



      


     


    




 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws
principles thereof.


 


	 	VENUS ACQUISITION CORPORATION
	 	 
	 	By:	    
	 	Name:	
	 	Title:  	
	 	 	 
	 	 	 
	 	VSTOCK TRANSFER, LLC, as Warrant Agent
	 	 
	 	By:	
	 	Name:	
	 	Title:  	              



 






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[Form of Warrant Certificate]




[Reverse]


 


The Warrants evidenced by this
Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares
and are issued or to be issued pursuant to a Warrant Agreement dated as of ____________, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the
“Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Capitalized terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at
any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as
provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number
of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration
of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner (s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of
the Company.


 



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Election to Purchase


 


(To Be Executed Upon Exercise
of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive             Ordinary Shares and herewith tenders payment for
such Ordinary Shares to the order Venus Acquisition Corporation (the “Company”) in the amount of $                 in
accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the
name of                 , whose address is                 and that such Ordinary Shares be delivered to             whose address is                 . If said number of
Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such Ordinary Shares be registered in the name of                 , whose address is and
that such Warrant Certificate be delivered to                 , whose address is                 .


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 or 6.2 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1 (b) and Section 6.4 of the Warrant
Agreement.


 


In the event that the Warrant
is a Private Placement Warrant or a Working Capital Warrant, that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i)
the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant
section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the
following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through
the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number is less than all of the
Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new
Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name
of                 , whose address
is                 and that such Warrant Certificate be delivered
to              , whose address is                 
..


 


[Signature Page Follows]


 






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Date:    , 20__


 


	 	
	 	(Signature)
	 	 
	 	
	 	 
	 	
	 	(Address)
	 	 
	 	
	 	(Tax Identification Number)






 


Signature Guaranteed:


 





		 






 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).


 


 


 


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