Exhibit
4.4


 


NUMBER___________


 


VENUS
ACQUISITION CORPORATION

A CAYMAN ISLANDS COMPANY


 


Form
of 


 


PUBLIC
RIGHTS CERTIFICATE


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
G9420F 128


 


This
Rights Certificate certifies that          , or registered assigns,
is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of
one ordinary share, par value $0.0001 per share (“Ordinary Share”), of Venus Acquisition
Corporation (the “Company”) for each Right evidenced by this Rights Certificate on the
Company’s completion of an initial business combination (as defined in the final prospectus relating to the
Company’s initial public offering (“Prospectus”) upon surrender of this Rights Certificate pursuant to the
Rights Agreement between the Company and Vstock Transfer, LLC, as Rights Agent (the “Rights
Agent”). In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary
Share.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified
in the Company’s Amended and Restated Memorandum and Articles of Association, the Rights shall expire and be worthless.
The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of Vstock Transfer, LLC, the Rights
Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall
be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental
charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any
fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution
to the registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice
to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a shareholder of the Company. This Right 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.


 


Dated:


SEAL


   


	 	 	 
	SECRETARY	 	CHIEF EXECUTIVE OFFICER


 



     


     


    

 


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 survivorship and not as tenants in common	 	 	under U.S. Uniform Gifts to Minors Act


 


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


 


VENUS ACQUISITION CORPORATION


 


The
Company will furnish without charge to each security holder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity securities or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued
and shall be held subject to all the provisions of the Rights Agreement, Memorandum and Articles of Association and all amendments
thereto and resolutions of the Board of Directors providing for the issuance 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.


 


For
value received,        hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


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


 


	 



 





 






 


Rights
represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said rights
on the books of the within named Company will 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.



 


	Signature(s) 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 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED).


 


The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust fund
(as defined in the Prospectus).