Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP G9420F 136


 


VENUS ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF ORDINARY
SHARE, ONE-HALF OF ONE

REDEEMABLE WARRANT AND ONE RIGHT


 


THIS CERTIFIES THAT                    is
the owner of                Units.


 


Each Unit of
Venus Acquisition Corporation, Cayman Islands exempt company (the “Company”) (“Unit”)
consists of one (1) ordinary share, par value $0.001 per share (“Ordinary Share”), one redeemable
warrant (each whole warrant, a “Warrant”) and one (1) right (“Right”).
Each whole Warrant entitles the holder to purchase one-half of one (1) Ordinary Share (subject to adjustment) for $11.50 per
share (subject to adjustment). Only whole warrants are exercisable. Each Right entitles the holder to receive one-tenth
(1/10) of one Ordinary Share. Each Warrant will become exercisable on the later of (i) the Company’s completion of a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more businesses (each a “Business Combination”), and (ii) twelve (12) months from the
effective date of the registration statement on Form S-1, File No. 333-251507, and will expire unless exercised before 5:00
p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial
Business Combination, or earlier upon redemption or liquidation. The Ordinary Shares, Warrants and Rights comprising the
Units represented by this certificate are not transferable separately prior to [ ], 2021, unless Ladenburg Thalmann &
Co., Inc. elects to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form 8-K
with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the
gross proceeds of the offering and issuing of a press release announcing when separate trading will begin. The terms of the
Warrants and Rights are governed by a Warrant Agreement dated as of               , 2021, and a Rights Agreement dated as of               , 2021,
between the Company and Vstock Transfer LLC, as Warrant Agent and Right Agent, respectively, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance
hereof. Copies of the Warrant Agreement and the Rights Agreement are on file at the office of the Warrant Agent and Right
Agent at _______________________________________, and are available to any Warrant holder and Right holder on written request
and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the internal laws of the Cayman Islands.


 


Witness the facsimile signature of its duly
authorized officers.


 


	Secretary	 	Chief Executive Officer
	 	 	 
		 	


 






     


     


    

 


VENUS ACQUISITION CORPORATION


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM— as tenants in common	UNIF GIFT MIN
	ACT	________Custodian________





	
        TEN ENT —as tenants by the entireties

         
	
        (Cust)                                         (Minor)

        Under Uniform Gifts to Minors



 


	JT TEN —as joint tenants with right of survivorship and not as tenants in common	
        Act
	 	 
	 		(State)	 


 


Additional abbreviations may also be used
though not in the above list.


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                   hereby
sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


_________ Units represented by the within Certificate, and
do hereby irrevocably constitute and appoint


 


____________________________       Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


Dated: ___________________________


 


Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change
whatever.


 




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	Signature(s) Guaranteed:	 
	 	 
	 	 


THE SIGNATURE(S) MUST 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).


 


In each case, as more fully described
in the Company’s final prospectus dated, 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of certain funds held in the trust account established in connection with the Company’s initial public offering
only in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because
it does not consummate an initial business combination by, 202_, (ii) the Company redeems Ordinary Shares sold in its initial
public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Share if it
does not consummate an initial business combination by ______________, 202_, or (iii) if the holder(s) seek(s) to redeem for cash
his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company
seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business
combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

 


 


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