Withdrawal of Registration Statement (rw)
14 Octobre 2022 - 4:33PM
Edgar (US Regulatory)
October
14, 2022
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
D.C. 20549
Re: |
Venus Acquisition Corporation |
Application
for Registration Withdrawal on Form RW
for
Registration Statement on Form S-4 (Registration No. 333-257518)
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, on behalf of
the Venus Acquisition Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form S-4 (File
No. 333-257518), together with all exhibits and amendments thereto (collectively, the “Registration Statement”).
The Registration Statement was originally filed with the Commission on June 29, 2021, and amended on September 3, 2021, October 6, 2021,
December 23, 2021, January 7, 2022, February 11, 2022, May 12, 2022, June 16, 2002 and July 1, 2022.
Because
the proposed offering of the ordinary shares that would have otherwise been registered under the Registration Statement will not occur,
the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors,
as contemplated by Rule 477(a) of the Securities Act. The Company requests withdrawal of the Registration Statement because the Registration
Statement was never declared effective by the Commission. The Company further confirms that no securities have been sold or will be sold
pursuant to the Registration Statement.
Accordingly,
the Company hereby respectfully requests that the withdrawal of the Registration Statement be effective as of the date hereof. Please
forward a copy of any correspondence relating to this withdrawal to the undersigned outside legal counsel on behalf of the Company via
(i) mail to Steven L. Glauberman, Esq., Becker & Poliakoff LLP, 45 Broadway, 17th Floor, New York, NY 10006 with copies
to Bill Huo, Esq. or (ii) facsimile at (212) 557-0295, or (iii) email at sglauberman@beckerlawyers.com and bhuo@beckerlawyers.com.
If
you require additional information, please do not hesitate to contact Steven L. Glauberman at (917) 693-5036, or Bill Huo, Esq.
at (212) 599-3322.
|
Very
truly yours,
VENUS
ACQUISITION CORPORATION |
|
|
|
/s/
Yanming Liu |
|
Yanming
Liu
Chief
Executive Officer |
cc: |
|
Jan
Woo |
|
|
Mitchell
Austin |
|
|
Stephen
Krikorian |
|
|
Amanda
Kim |
|
|
Securities
and Exchange Commission |
|
|
|
|
Yang
Ge |
|
|
James
Chang
DLA
Piper UK LLP |
|
|
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