Exhibit 4.2


 


	NUMBER OF SHARES _______	NUMBER _______
	 	CUSIP G9420F 102


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


VENUS ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS

ORDINARY SHARES


 


This Certifies that _______________________________________


 


is the owner of __________________________________________


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE
OF $0.001 EACH OF


 


VENUS ACQUISITION CORPORATION

(THE “COMPANY”)


 


transferable on the books of the Company in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be forced to redeem all of its ordinary
shares if it is unable to complete a business combination by      , 202_ as more fully
described in the Company’s final prospectus dated              , 2021.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.


 


Corporate Seal


Cayman Islands


 


	Secretary	Chief Executive Officer
	 	 
	______________________________	________________________________


 




     


    


    



 


VENUS ACQUISITION CORPORATION


 


The Company will furnish without charge to each shareholder
who so requests 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.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the amended and
restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of
this certificate by acceptance hereof assents. 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)
	 	 	 	 	 
	JT TEN	— as joint tenants with right of Act survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors


 


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


 


For value received,__________________________________________________hereby
sells, assigns and transfers unto


 


________________________________________________________________________________


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S)
OF ASSIGNEE(S))


___________________________________________________________________________________


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


 


___________________________________________________________________________________


Shares represented by the within
Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the
within named Company with full power of substitution in the premises.


 


Dated:


 


NOTICE: THE SIGNATURE(S) 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.


 


Signature(s) Guaranteed: By:  _________________________________


 


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 its initial public offering only in the event that (i) the Company
redeems the ordinary shares sold in the Company’s initial public offering and liquidates because it does not consummate an
initial business combination by________________, 202_, or (ii) if the holder(s) seek(s) to redeem for cash his, her, its or their
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.