Exhibit
4.6


 


RIGHTS
AGREEMENT


 


This Rights Agreement (this “Agreement”) is made as of
[*], 2021 between Aquarius I Acquisition Corp., a Cayman Islands company, with its principal executive office at Room 901-903, 9/F, Harbour
Centre, 25 Harbour Road, Wan Chai, Hong Kong (the “Company”), and American Stock Transfer & Trust Company, LLC, a New
York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”)


 


WHEREAS, the Company has received
a firm commitment from Maxim Group LLC (“Maxim”), as representative of the several underwriters, to purchase up to an aggregate
of 8,625,000 units, each unit (“Unit”) comprised of one ordinary share of the Company, par value $0.0001 each (the “Ordinary
Shares”), one warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share, and one right to receive one-tenth
of one Ordinary Share (a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith,
will issue and deliver up to an aggregate of 8,625,000 Public Rights upon consummation of such public offering, 1,125,000 of which are
attributable to the over-allotment option (“Public Offering”);


 


WHEREAS, simultaneously with
the consummation of the Public Offering, the Company will issue and deliver an aggregate of up to 397,188 rights underlying private units
(the “Private Rights”);


 


WHEREAS, in connection with
the Public Offering, the Company will issue and deliver up to 431,250 rights (underlying unit purchase options) to Maxim or its designees
(“Maxim Rights”);

 


WHEREAS,
the Company may issue up to an additional 100,000 rights, which will be identical to the Private Rights, included in the units
issuable in consideration of certain working capital loans that may be made by Aquarius Sponsor Ltd., the Company’s sponsor,
or the Company’s officers, directors or affiliates (together with the Public Rights, the Private Rights, the Maxim Rights, and
along with such other rights as the Company issues from time to time hereunder, the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-257706 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Rights and the Ordinary Shares issuable to the holders of the Public Rights; 


 


WHEREAS,
the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right Agent
    hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 






     


     


    

 


	2.	Rights.


 


	 	2.1.	Form
    of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
    of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
    Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In
    the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which
    such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to
    be such at the date of issuance.


 


	 	2.2.	Effect of Countersignature.
    Unless and until countersigned by the Right Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not
    be exchanged for Ordinary Shares. 


 


	 	2.3.	Registration.


 


	 	2.3.1.	Right Register.
    The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration
    of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names
    of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent
    by the Company.


 


	 	2.3.2.	Registered Holder.
    Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and treat the person
    in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such
    Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate
    made by anyone other than the Company or the Right Agent), for the purpose of the exchange thereof, and for all other purposes, and
    neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


	 	2.4.	Detachability of Rights.
    The securities comprising the Units, including the Rights, will not be separately transferable until the fifty-second (52nd) Business
    Day (as defined below) after the date hereof unless Maxim informs the Company of its decision to allow earlier separate trading,
    but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report on
    Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
    including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option is exercised
    on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when such separate
    trading shall begin. For purposes of this Agreement, Business Day shall means a day, other than a Saturday, Sunday or federal holiday,
    on which banks in New York City are generally open for normal business.


 


	3.	Terms and Exchange of
    Rights.


 


	 	3.1.	Rights. Each Right
    shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of the Exchange Event (described below).
    No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon the Exchange
    Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the
    Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


	 	3.2.	Exchange Event.
    The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s
    Amended and Restated Memorandum and Articles of Association).


 






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	 	3.3.	Exchange of Rights.


 


	 	3.3.1.	Issuance of Certificates.
    As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their
    Rights Certificates to the Right Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights
    must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered
    holder of such Right(s) a certificate or certificates for the number of full Ordinary Shares to which he, she or it is entitled,
    registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained
    in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not
    issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the Right Agent to
    round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with
    Cayman Islands law. 


 


	 	3.3.2.	Valid Issuance.
    All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and non-assessable.


 


	 	3.3.3.	Date of Issuance.
    Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the
    holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


	 	3.3.4.	Company Not Surviving
    Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the
    definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Ordinary
    Shares will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.


 


	 	3.4.	Duration of Rights.
    If the Exchange Event does not occur within 12 months from the date that the registration statement is declared effective (or up
    to 21 months from the date that the registration statement is declared effective if the Company extends the period of time to consummate
    a Business Combination, as described in the Registration Statement), and such Business Combination has not yet been consummated within
    the applicable time period, the Rights shall expire and shall be worthless; provided that, for as long as any of the Maxim Rights
    are held by Maxim, or its designees or affiliates, such Rights may not be converted after five years, from the effective date of
    the Registration Statement.


 


	4.	Transfer and Exchange
    of Rights.


 


	 	4.1.	Registration of Transfer.
    The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender
    of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for
    transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right
    shall be cancelled by the Right Agent. The Rights so cancelled shall be delivered by the Right Agent to the Company from time to
    time upon request.


 


	 	4.2.	Procedure for Surrender
    of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or transfer, and thereupon
    the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered,
    representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears
    a restrictive legend, the Right Agent shall not cancel such Right and issue new Rights in exchange therefor until the Right Agent
    has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must
    also bear a restrictive legend.


 


	 	4.3.	Fractional Rights.
    The Right Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right
    Certificate for a fraction of a Right.


 


	 	4.4.	Service Charges.
    No service charge shall be made for any exchange or registration of transfer of Rights.


 






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	 	4.5.	Adjustments to Conversion
    Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an
    Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend,
    reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary
    Shares occurring on or after the date hereof and prior to the Exchange Event.


 


		4.6.	Right Execution and
    Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
    the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Right Agent,
    will supply the Right Agent with Rights duly executed on behalf of the Company for such purpose.


 


	5.	Other Provisions Relating
    to Rights of Holders of Rights.


 


	 	5.1.	No Rights as Shareholder.
    Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the registered holder thereof to any
    of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions,
    exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders
    or the election of directors of the Company or any other matter.


 


	 	5.2.	Lost, Stolen, Mutilated,
    or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right Agent may on such terms
    as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender
    thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such
    new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
    or destroyed Right shall be at any time enforceable by anyone.


 


	 	5.3.	Reservation of Ordinary
    Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that
    will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


	6.	Concerning the Right
    Agent and Other Matters.


 


	 	6.1.	Payment of Taxes.
    The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Right Agent in
    respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay
    any transfer taxes in respect of the Rights or such shares.


 


	 	6.2.	Resignation, Consolidation,
    or Merger of Right Agent.


 


	 	6.2.1.	Appointment of Successor
    Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
    duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Right
    Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Right Agent
    in place of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
    in writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such notice, submit
    his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of
    New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any successor Right
    Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State
    of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
    under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After
    appointment, any successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
    of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further act or deed;
    but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the expense
    of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of such predecessor
    Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge, and deliver any
    and all instruments in writing for more fully and effectually vesting in and confirming to such successor Right Agent all such authority,
    powers, rights, immunities, duties, and obligations.


 






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	 	6.2.2.	Notice of Successor
    Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof to the predecessor
    Right Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


	 	6.2.3.	Merger or Consolidation
    of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be consolidated or any corporation
    resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor Right Agent under this
    Agreement without any further act.


 


	 	6.3.	Fees and Expenses of
    Right Agent.


 


	 	6.3.1.	Remuneration. The
    Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse the
    Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its duties hereunder.


 


	 	6.3.2.	Further Assurances.
    The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
    all such further and other acts, instruments, and assurances as may reasonably be required by the Right Agent for the carrying out
    or performing of the provisions of this Agreement.


 


	 	6.4.	Liability of Right Agent.


 


	 	6.4.1.	Reliance on Company
    Statement. Whenever in the performance of its duties under this Agreement, the Right Agent shall deem it necessary or desirable
    that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
    (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
    by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Right Agent. The Right Agent
    may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


	 	6.4.2.	Indemnity. The Right
    Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6, the Company
    agrees to indemnify the Right Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
    counsel fees, for anything done or omitted by the Right Agent in the execution of this Agreement except as a result of the Right
    Agent’s gross negligence, willful misconduct, or bad faith.


 


	 	6.4.3.	Exclusions. The
    Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
    of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
    condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or
    warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as
    to whether any Ordinary Shares will, when issued, be valid and fully paid and non-assessable.


 


	 	6.5.	Acceptance of Agency.
    The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
    herein set forth.


 






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	 	6.6.	Waiver. The Right
    Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to
    any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
    by and between the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
    or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	7.	Miscellaneous Provisions.


 


	 	7.1.	Successors. All
    the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and inure to the
    benefit of their respective successors and assigns.


 


	 	7.2.	Notices. Any notice,
    statement or demand authorized by this Agreement to be given or made by the Right Agent or by the holder of any Right to or on the
    Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
    service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
    Company with the Right Agent), as follows:


 


Aquarius I Acquisition Corp.


 


Room 901-903, 9/F, Harbour Centre


25 Harbour Road


Wan Chai, Hong Kong SAR


Attn: Sze Hau Lee


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Right Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Right
Agent with the Company), as follows:


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Legal Department


 


and


 


Loeb & Loeb LLP


2206-19 Jardine House


1 Connaught Place


Central, Hong Kong SAR


Attn:
Lawrence Venick, Esq.


 


and


 


Maxim
Group LLC


405
Lexington Ave.


New
York, New York 10174


Attn:
Alex Jin


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn: Barry I. Grossman


 



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	 	7.3.	Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. 



 


	 	7.4.	Persons Having Rights
    under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is
    intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered
    holders of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, Maxim, any right, remedy, or claim under or
    by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Maxim shall be deemed to be
    a third-party beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof. All covenants, conditions, stipulations,
    promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and Maxim
    with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights.


 


	 	7.5.	Examination of this
    Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the Borough
    of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such
    holder to submit his, her or its Right for inspection by it.


 


	 	7.6.	Counterparts. This
    Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
    be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	7.7.	Effect of Headings.
    The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


	 	7.8.	Amendments. This
    Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
    or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
    respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
    deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written
    consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not
    be modified, amended or deleted without the prior written consent of Maxim.


 


	 	7.9.	Severability. This
    Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
    validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
    unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar
    in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	AQUARIUS I
    ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	 Sze Hau Lee
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	 
	 	AMERICAN STOCK
    TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Michael A. Nespoli
	 	 	Title: 	Executive Director


 


 


[Signature
Page to Rights Agreement]


 






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EXHIBIT
A


 


Form
of Right 


 






    A-1