United States securities and exchange commission logo
December 31, 2020
Yanming Liu
Chief Executive Officer
Venus Acquisition Corporation
477 Madison Avenue, 6th Floor
New York, NY 10022
Re: Venus Acquisition
Corporation
Registration
Statement on Form S-1
Filed December 18,
2020
File No. 333-251507
Dear Mr. Liu:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 18, 2020
General
1. We note that the time
to complete the initial business combination may be extended by 9
months. Please revise
the prospectus cover page to provide clear disclosure of the ability
to extend the time
period subject to the sponsor depositing additional funds into the trust
account. Please also
provide clear disclosure throughout the prospectus that investors will
not have the ability to
vote on or receive redemptions in connection with the extension. In
addition, we note the
disclosure on page 10 that the terms of the loan from the sponsor
that will be used to
deposit the funds into the trust have not been negotiated. Please
provide clear
disclosure throughout, including on the cover page, clarify the terms that
Yanming Liu
Venus Acquisition Corporation
December 31, 2020
Page 2
have not been negotiated and add risk factor disclosure. Lastly,
provide clear disclosure
that this provision is different from the traditional SPAC and add
clear risk factor
disclosure.
2. We reissue comment 1. We note the disclosure on pages 4, 14 and 75
that Nasdaq rules
require that the initial business combination have an aggregate fair
market value of at least
80% of the value of the assets held in the trust account. We also note
the risk factor on
page 29 that Nasdaq may delist your securities from trading on its
exchange. Please revise
the disclosure throughout the prospectus to clarify, if true, that the
80% test would no
longer apply if you are delisted from Nasdaq and add appropriate risk
factor disclosure.
3. We note your risk factor discussion is greater than fifteen pages.
Please revise to provide a
section with a series of concise, bulleted or numbered statements that
is no more than
two pages summarizing the principal factors that make an investment in
the registrant or
offering speculative or risky. See Item 105(b) of Regulation S-K.
Please also revise the
risk factors section consistent with Item 105(a), including applicable
headings.
Signatures, page II-5
4. Please revise to identify the individuals signing in the capacities of
your principal
executive officer, principal financial officer and principal
accounting officer or
controller. Refer to Instruction 1 to Signatures on Form S-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact William Demarest at 202-551-3432 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jonathan Burr at 202-551-5833 or Pamela Howell at
202-551-3357 with
any other questions.
FirstName LastNameYanming Liu Sincerely,
Comapany NameVenus Acquisition Corporation
Division of
Corporation Finance
December 31, 2020 Page 2 Office of Real
Estate & Construction
FirstName LastName