Exhibit 10.6


 


AMENDMENT
TO BACKSTOP AGREEMENT


 


This
Amendment to the Backstop Agreement (the “Agreement”), dated December 9, 2022, is by and among Joyous JD Limited (“Joyous”),
Venus Acquisition Corporation, a Cayman Islands exempted company (“Venus”), and Yolanda management Corporation (“Yolanda”).
Joyous, Venus, and Yolanda are sometimes collectively referred to as the “Parties” and individually as a “Party”.


 


RECITALS


 


WHEREAS,
the Parties have previously entered into that certain Backstop Agreement dated as of November 23, 2022 (“Backstop Agreement”)
whereby, among other things, Joyous will backstop the Venus share redemptions by purchasing Venus shares from third parties through a
broker in the open market up to an aggregate value of US$25,000,000 at the redemption price per share.


 


WHEREAS,
pursuant to the Backstop Agreement, Joyous has purchased an aggregate value of US$21,557,405 of Venus ordinary shares in the open market
as of the date of this Agreement. The Parties deem that any additional backstop investment by Joyous at Acquisition Closing is no longer
necessary or desired.


 


WHEREAS,
the Parties now desire to amend certain provisions of the Backstop Agreement to the effect that no additional backstop investment by
Joyous in the Company will be required at the closing of the Acquisition Closing.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and
agreements contained in this Agreement, and intending to be legally bound hereby, the Parties accordingly agree as follows.


 


		1.	Defined
                                            Terms. Terms not otherwise defined in this Agreement shall have the meanings ascribed
                                            to such terms in the Backstop Agreement.



 


The
definition of “Backstop Amount” is hereby restated to mean the amount of SPAC Share Redemptions the Buyer has agreed
to backstop, together with any Purchase Amount, of up to US$21,557,405.80.


 


		2.	Section
                                            1.01 Purchase from Third Parties of the Backstop Agreement is hereby amended and restated
                                            to read as follows:



 


“The
Buyers agree that in connection with the Acquisition Closing, the Buyers will purchase Issuer Shares from third parties through a broker
in the open market (other than through the Issuer), or through privately negotiated transactions, including from SPAC Shareholders that
had elected to redeem the Issuer Shares. The Buyers shall acquire the Issuer Shares of an aggregate value up to US$21,557,405.80 at US$10.55
per share (the “Price Per Share”). In order to effectuate the foregoing, to the extent legally permitted to do so,
the Buyers shall purchase redeemed shares on the date of this Agreement until the date of the closing of the Merger. The aggregate purchase
amount of the Buyers hereof shall be referred to as “Purchase Amount.” The Buyers hereby agree and undertake that
they will not exercise any right of redemption with respect to any shares of the SPAC they may acquire under this Section 1.01 (Purchase
from Third Parties) hereof.”


 






     


     


    

 


		3.	Governing
                                            Law. This Agreement shall for all purposes be deemed to be made under and shall be construed
                                            in accordance with the laws of New York. Each of the parties hereby agrees that any action,
                                            proceeding or claim against it arising out of or relating in any way to this Agreement shall,
                                            to the fullest extent applicable, be brought and enforced first in the Southern District
                                            of New York, then to such other court in the State of New York as appropriate and irrevocably
                                            submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties
                                            hereby waives any objection to such exclusive jurisdiction and that such courts represent
                                            an inconvenient forum.



 


		4.	Miscellaneous.
                                            This Agreement may be executed in counterparts, each of which shall constitute an original,
                                            but all of which shall constitute one agreement. This Agreement shall become effective upon
                                            delivery to each party of an executed counterpart or the earlier delivery to each party of
                                            original, photocopied, or electronically transmitted signature pages that together (but need
                                            not individually) bear the signatures of all other parties. A determination by a court or
                                            other legal authority that any provision that is not of the essence of this Agreement is
                                            legally invalid shall not affect the validity or enforceability of any other provision hereof.
                                            The parties shall cooperate in good faith to substitute (or cause such court or other legal
                                            authority to substitute) for any provision so held to be invalid a valid provision, as alike
                                            in substance to such invalid provision as is lawful.



 


	 	Venus
Acquisition Corporation

	 	 
	 	By:	/s/
    Yanming Liu
	 	Name:	Yanming Liu
	 	Title:	CEO
	 	 	 
	 	Yolanda Management
    Corporation
	 	 	 
	 	By:	/s/
    Yanming Liu
	 	Name:	Yanming Liu
	 	Title:	Director
	 	 	 
	 	Joyous JD Limited
	 	 	 
	 	By:	/s/ Zhidong
    Wang
	 	Name:	Zhidong Wang
	 	Title:	CEO