UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Address of principal executive offices) (212) 786-7429 (Exact Name of Registrant as Specified in Its Charter) (Issuer's telephone number) Cayman islands n/a (State or other jurisdiction of incorporatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or other jurisdiction ...

PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Venus Acquisition Corporation, a blank check company, aims to complete a business combination, having raised **$46 million** in its IPO and agreed to merge with VIYI Algorithm Inc. for **$400 million** - Initial Public Offering (IPO) Details | Metric | Value | | :--- | :--- | | IPO Date | February 11, 2021 | | Units Offered | 4,600,000 (inclusive of over-allotment) | | Price Per Unit | $10.00 | | Gross Proceeds | $46,000,000 | | Amount in Trust Account | $46,460,000 (from IPO and Private Placement) | - The company entered into a definitive merger agreement with VIYI Algorithm Inc. ("VIYI") on June 10, 2021, valuing VIYI at **$400 million**, with VIYI stockholders receiving approximately **39.6 million** ordinary shares of the combined company[32](index=32&type=chunk)[34](index=34&type=chunk) - The company's acquisition criteria focuses on middle-market growth businesses with an enterprise value between **$150 million** and **$250 million**, particularly in sectors strategically significant to Asian markets[44](index=44&type=chunk) - The company extended the deadline to complete a business combination, with the sponsor depositing **$153,333** into the trust account on February 11, 2022, and March 11, 2022, for each one-month extension[51](index=51&type=chunk) [Item 1A. Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including potential failure to complete a business combination, shareholder redemptions, and regulatory uncertainties, particularly with a China-based target - The company is an early-stage entity with no operating history, and failure to complete a business combination within the prescribed timeframe will lead to liquidation, with public shareholders receiving approximately **$10.10** per share and warrants expiring worthless[83](index=83&type=chunk)[96](index=96&type=chunk) - The ability of public shareholders to redeem shares may make the company's financial condition unattractive to targets, potentially hindering the completion of a desirable business combination or optimizing its capital structure[90](index=90&type=chunk)[91](index=91&type=chunk) - A business combination with a company in the PRC, such as the target VIYI which operates through a VIE structure, exposes the company to significant risks, including the PRC government finding the VIE structure non-compliant[228](index=228&type=chunk)[233](index=233&type=chunk) - Recent PRC government actions regarding data security, anti-monopoly, and overseas listings create uncertainty, potentially subjecting the company to review by the Cyberspace Administration of China (CAC) and other regulatory bodies[231](index=231&type=chunk)[272](index=272&type=chunk)[295](index=295&type=chunk) [Item 1B. Unresolved Staff Comments](index=68&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - As of the report date, there are no unresolved comments from the SEC staff[306](index=306&type=chunk) [Item 2. Properties](index=68&type=section&id=Item%202.%20Properties) The company does not own real estate, leasing office space in Shanghai and New York, which is deemed adequate for current operations - The company leases office space in Shanghai, China for a one-year period at a cost of **16,000 RMB** per month, effective February 1, 2021[308](index=308&type=chunk) - For the year ended December 31, 2021, the company incurred rent expense of **$23,639**[307](index=307&type=chunk) [Item 3. Legal Proceedings](index=68&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any material legal proceedings or aware of claims that could adversely affect its business - The company is not currently involved in any material litigation or other legal proceedings[309](index=309&type=chunk) [Item 4. Mine Safety Disclosures](index=68&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[310](index=310&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=69&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, shares, rights, and warrants trade on Nasdaq, with **6,050,000** ordinary shares outstanding as of March 21, 2022, and no dividends paid - The company's securities began trading on NASDAQ in February 2021 (Units) and April 2021 (separate components)[313](index=313&type=chunk) - Holders of Record (as of March 21, 2022) | Security | Issued and Outstanding | Holders of Record | | :--- | :--- | :--- | | Units | 354,743 | 2 | | Ordinary Shares | 6,050,000 | 3 | | Rights | 4,825,000 | 2 | | Warrants | 4,825,000 | 2 | - The sponsor purchased **1,150,000** founder shares for **$25,000** in August 2019 and **225,000** Private Units at **$10.00** per unit (**$2,250,000** total) simultaneously with the IPO[318](index=318&type=chunk)[319](index=319&type=chunk) [Item 6. Reserved](index=73&type=section&id=Item%206.%20Reserved) This item is not applicable [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=74&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, reported a **$812,413** net loss in 2021, with limited working capital raising substantial doubt about its going concern ability - Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Year ended Dec 31, 2021 | $812,413 | Consists of $785,096 in formation and operating costs | | Year ended Dec 31, 2020 | $117,787 | Consists of $117,787 in formation and operating costs | - As of December 31, 2021, the company had **$32,090** in cash held outside the Trust Account for working capital purposes[354](index=354&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated[358](index=358&type=chunk) - The company has an agreement to pay an affiliate of its sponsor a monthly fee of **$10,000** for office space, administrative, and support services, which began on February 8, 2021[360](index=360&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces no material market or interest rate risk, as IPO funds are invested in short-term U.S. government treasury securities - Proceeds from the IPO are invested in U.S. government treasury bills with maturities of 180 days or less or in money market funds investing solely in U.S. treasuries, resulting in no material exposure to interest rate risk[371](index=371&type=chunk) [Item 8. Financial Statements and Supplemental Data](index=81&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) This section refers to the financial statements and supplemental data located after Item 15 of the report - The company's financial statements are included at the end of the report, starting on page F-1[372](index=372&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=81&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - There were no disagreements with accountants on accounting and financial disclosure[373](index=373&type=chunk) [Item 9A. Controls and Procedures](index=82&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of December 31, 2021, due to a material weakness in accounting for warrants and redeemable ordinary shares, with a remediation plan implemented - Management identified a material weakness in internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible redemption[379](index=379&type=chunk) - Due to the material weakness, management concluded that disclosure controls and procedures were not effective as of December 31, 2021[375](index=375&type=chunk) - The company has implemented a remediation plan to enhance its system for evaluating and applying complex accounting standards[380](index=380&type=chunk) [Item 9B. Other Information](index=83&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - None[386](index=386&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=83&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[386](index=386&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=84&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's management team is led by Chairman and CEO Yanming Liu and CFO River Chi, with a five-member board, three independent, and established Audit and Compensation Committees - Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Yanming Liu | 59 | Chairman and Chief Executive Officer | | River Chi | 41 | Chief Financial Officer | | Yu Chen | 55 | Director (Independent) | | Guojian Chen | 29 | Director (Independent) | | Shan Cui | 49 | Director (Independent) | - The Audit Committee is chaired by Shan Cui, who qualifies as an "audit committee financial expert," and the Compensation Committee is chaired by Guojian Chen[399](index=399&type=chunk)[401](index=401&type=chunk) - The company has adopted a code of ethics and outlines procedures for handling potential conflicts of interest, noting that officers and directors have fiduciary duties to other entities[407](index=407&type=chunk)[415](index=415&type=chunk) [Item 11. Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers, though an affiliate of the sponsor receives **$10,000** monthly for administrative services - No cash compensation has been paid to executive officers for services rendered[421](index=421&type=chunk) - An affiliate of the sponsor receives **$10,000** per month for office space, administrative, and support services[422](index=422&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management](index=92&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management) As of March 21, 2022, the sponsor, Yolanda Management Corporation, beneficially owned **22.7%** of outstanding ordinary shares, attributed to Chairman and CEO Yanming Liu - Beneficial Ownership (as of March 21, 2022) | Name of Beneficial Owner | Amount of Beneficial Ownership | Approximate Percentage of Outstanding Shares | | :--- | :--- | :--- | | Yolanda Management Corporation | 1,375,000 | 22.7% | | Yanming Liu | 1,375,000 | 22.7% | | All directors and officers as a group (5 individuals) | 1,375,000 | 22.7% | | Feis Equities LLC | 582,931 | 9.64% | | Karpus Investment Management | 566,915 | 9.37% | | Mizuho Financial Group, Inc. | 482,497 | 7.98% | | WEISS ASSET MANAGEMENT LP | 342,006 | 5.65% | [Item 13. Certain Relationships and Related Transactions](index=94&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions) The company has related party transactions with its sponsor, including the sale of founder shares, private placement units, and a **$10,000** monthly administrative services agreement - The sponsor purchased **1,150,000** founder shares for **$25,000** and **225,000** Private Units for **$2,250,000**[432](index=432&type=chunk)[433](index=433&type=chunk) - The company pays an affiliate of the sponsor **$10,000** per month for administrative services[434](index=434&type=chunk) - The sponsor provided loans for initial expenses, which were repaid upon the IPO, and may provide up to **$1,500,000** in additional working capital loans, convertible into units at **$10.00** per unit[436](index=436&type=chunk)[438](index=438&type=chunk) [Item 14. Principal Accountant Fees and Services](index=96&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Friedman LLP served as the principal accountant, with audit fees of **$82,000** in 2021 and **$25,000** in 2020, and no other fees incurred - Accountant Fees (Friedman LLP) | Fee Type | FY 2021 | FY 2020 | | :--- | :--- | :--- | | Audit Fees | $82,000 | $25,000 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | PART IV [Item 15. Exhibits, Financial Statement Schedules](index=97&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K, including the Merger Agreement with VIYI, with no financial statement schedules - The report includes the company's consolidated financial statements and notes[450](index=450&type=chunk) - Exhibits filed include the Merger Agreement with VIYI Algorithm Inc. and its subsequent amendment, along with governance and financing documents[453](index=453&type=chunk) [Item 16. Form 10-K Summary](index=121&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - None[554](index=554&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=99&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Friedman LLP issued an opinion on the financial statements, including a 'Going Concern' paragraph expressing substantial doubt about the company's ability to continue operations - The auditor's report contains a "Going Concern" paragraph, highlighting substantial doubt about the company's ability to continue operations due to its reliance on a future business combination and limited working capital[455](index=455&type=chunk) [Consolidated Financial Statements](index=100&type=section&id=Consolidated%20Financial%20Statements) For 2021, the company reported a net loss of **$812,413**, with total assets of **$46.5 million** and a shareholders' deficit of **$1.98 million** as of December 31, 2021 - Key Financial Data (as of and for the year ended Dec 31, 2021) | Metric | Value (USD) | | :--- | :--- | | **Balance Sheet** | | | Cash and investments held in trust account | $46,469,183 | | Total Assets | $46,518,212 | | Total Liabilities | $2,026,979 | | Ordinary shares, subject to possible redemption | $46,469,183 | | Total shareholders' deficit | $(1,977,950) | | **Statement of Operations** | | | Net Loss | $(812,413) | | Basic and diluted net loss per share | $(0.81) | [Notes to Consolidated Financial Statements](index=104&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC organization, IPO, proposed **$400 million** business combination with VIYI, key accounting policies, related party transactions, and subsequent event extensions - The proposed business combination with VIYI Algorithm Inc. has an aggregate consideration of **$400 million**, payable in approximately **39.6 million** newly issued ordinary shares valued at **$10.10** per share[480](index=480&type=chunk) - The company accounts for its **4,600,000** public shares as ordinary shares subject to possible redemption, classifying them as temporary equity outside of the shareholders' deficit section[499](index=499&type=chunk) - Private warrants are treated as liabilities and measured at fair value, which was **$410,000** as of December 31, 2021[536](index=536&type=chunk)[537](index=537&type=chunk) - Subsequent to year-end, the company extended its business combination deadline to March 11, 2022, and then again to April 11, 2022, by depositing **$153,333** into the Trust Account for each extension[553](index=553&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or other jurisdict ...

Part I. Financial Information [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Venus Acquisition Corporation's unaudited consolidated financial statements, reflecting its SPAC status and the reclassification of warrants as liabilities [Unaudited Condensed Consolidated Balance Sheets](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2021, reports **$46.6 million** in total assets, largely trust cash, alongside **$1.57 million** in liabilities and **$40.0 million** in redeemable shares Condensed Consolidated Balance Sheet Data (as of June 30, 2021) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | $101,351 | | Cash and investments held in trust account | $46,467,588 | | **Total Assets** | **$46,569,161** | | **Liabilities & Equity** | | | Total Current Liabilities | $31,978 | | Deferred underwriting compensation | $1,150,000 | | Warrant liabilities | $390,000 | | **Total Liabilities** | **$1,571,978** | | Ordinary shares, subject to possible redemption | $39,997,178 | | **Total Shareholders' Equity (Deficit)** | **$5,000,005** | [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported a net loss of **$306,463**, or **$0.13** per share, primarily due to administrative expenses following its IPO Statement of Operations Highlights | Metric | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Formation, general and administrative expenses | $(218,846) | $(297,551) | | Change in fair value of warrant liabilities | - | $(10,000) | | **Net Loss** | **$(218,140)** | **$(306,463)** | | **Basic and diluted net loss per share** | **$(0.08)** | **$(0.13)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$374,148**, while financing activities provided **$46.9 million**, primarily from the IPO, for the six months ended June 30, 2021 Cash Flow Summary (Six Months Ended June 30, 2021) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(374,148) | | Net cash used in investing activities | $(46,463,419) | | Net cash provided by financing activities | $46,870,996 | | **Net Increase in Cash** | **$33,429** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's formation as a blank check company, its **$46 million** IPO, the merger agreement with VIYI Algorithm Inc., and the reclassification of warrants as liabilities - The company is a blank check company incorporated for the purpose of effecting a business combination, with an intended focus on businesses connected to the Asian market[23](index=23&type=chunk)[25](index=25&type=chunk) - On February 11, 2021, the company completed its Initial Public Offering of 4,600,000 units at **$10.00** per unit, generating gross proceeds of **$46,000,000** Simultaneously, it sold 225,000 private placement units for **$2,250,000**[27](index=27&type=chunk)[28](index=28&type=chunk) - On June 10, 2021, the company entered into a Merger Agreement with VIYI Algorithm Inc The merger values VIYI at **$400,000,000** and is structured as a stock-for-stock transaction[36](index=36&type=chunk)[37](index=37&type=chunk) - The company revised its financial statements to reclassify its private warrants as derivative liabilities measured at fair value, following SEC guidance issued on April 12, 2021 This resulted in adjustments to warrant liabilities and shareholders' equity[43](index=43&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's status as a blank check company with no revenue, its **$48.25 million** IPO proceeds, a net loss of **$306,463**, and its critical accounting policies - The company is a blank check company with no revenue and has incurred losses since its inception on May 14, 2018 Its primary purpose is to complete a business combination[110](index=110&type=chunk)[111](index=111&type=chunk) - The IPO on February 11, 2021, generated gross proceeds of **$46,000,000**, and a simultaneous private placement generated **$2,250,000** A total of **$46,460,000** was placed in a trust account[112](index=112&type=chunk)[113](index=113&type=chunk) - For the six months ended June 30, 2021, the company had a net loss of **$306,463**, primarily from general and administrative expenses[118](index=118&type=chunk) - The company has an agreement to pay an affiliate of its Sponsor a monthly fee of **$10,000** for general and administrative services, commencing February 8, 2021[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company was not subject to material market or interest rate risk as of June 30, 2021, due to trust account funds being invested in short-term U.S. government treasury securities - The company is not subject to any material market or interest rate risk[131](index=131&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in U.S. government treasury bills with maturities of 180 days or less, minimizing interest rate risk[131](index=131&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to a material weakness in accounting for warrants, necessitating financial statement revisions - Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021[133](index=133&type=chunk) - The ineffectiveness was a result of the revision of financial statements to reclassify public and private warrants as derivative liabilities, which stemmed from a misapplication of accounting guidance[133](index=133&type=chunk)[134](index=134&type=chunk) Part II. Other Information [Legal Proceedings](index=34&type=section&id=Item%201%20Legal%20Proceedings) The company reports no involvement in any legal proceedings as of the Form 10-Q filing date - The Company is not party to any legal proceedings as of the filing date[138](index=138&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A%20Risk%20Factors) This section highlights a new risk factor concerning the increasing cost and decreasing availability of D&O liability insurance for SPACs, potentially hindering business combinations - A new risk factor has been identified concerning the changing market for directors' and officers' (D&O) liability insurance for SPACs, which has seen fewer insurers, higher premiums, and less favorable terms[140](index=140&type=chunk) - Increased costs and reduced availability of D&O insurance could make it more difficult and expensive to negotiate an initial business combination and attract qualified directors and officers post-combination[141](index=141&type=chunk)[142](index=142&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales or issuances of equity securities during the quarter ended June 30, 2021 - No unregistered sales of equity securities occurred during the quarter ended June 30, 2021[143](index=143&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[143](index=143&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[143](index=143&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - None[144](index=144&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including key agreements and certifications from principal executive and financial officers - Key agreements filed as exhibits include the Underwriting Agreement, Warrant Agreement, Rights Agreement, and Investment Management Trust Agreement[146](index=146&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[146](index=146&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40024 For the quarter ended March 31, 2021 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman islands n/a (State or o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Registration No. 33-234282 VENUS ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman Islands n/a (State or other jurisdiction of ...