Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO

 SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31,
2020, Sports Ventures Acquisition Corp. (“we,” “our,”
“us” or the “Company”) had the following three classes of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one Class A ordinary
share (as defined below) and one-third of one redeemable warrant (as defined below),
with each whole warrant entitling the holder thereof to purchase one Class A ordinary share (the “units”), (ii) its
Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), and (iii) its public warrants, with
each whole warrant exercisable for one Class A ordinary share for $11.50 (the “warrants”).


 


We
are a Cayman Islands exempted company (company number 366462) and our affairs are governed by our amended and restated memorandum
and articles of association, the Companies Law and common law of the Cayman Islands. Pursuant to our amended and restated memorandum
and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000
Class B ordinary shares, $0.0001 par value and 5,000,000 undesignated preference shares, $0.0001 par value each. The following
description summarizes the material terms of our share capital and does not purport to be complete. It is subject to, and
qualified in its entirety by reference to, our amended and restated memorandum
and articles of association, our amended and restated memorandum and articles of association and our warrant agreement,
each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020
(the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of
one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share. Warrants must be exercised for one whole Class A ordinary share.


 


Class A Ordinary Shares


 


Class A ordinary
shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be
voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of our Class B
ordinary shares have the right to appoint all of our directors prior to our initial business combination and holders of our Class A
ordinary shares are not entitled to vote on the appointment of directors during such time. These provisions of our amended and
restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary
shares voting in a general meeting. There is no cumulative voting with respect to the appointment of directors, with the result
that the holders of more than 50% of the founder shares voted for the appointment of directors can appoint all of the directors.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 


We will provide our
Class A public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account as of two business days prior to the consummation of our initial business combination, including interest (which
interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described
herein. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem
its shares. Our initial holders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the
completion of our initial business combination.


 


If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.”
However, our amended and restated memorandum and articles of association do not restrict our shareholders’ ability to vote
all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,
such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination.
And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their shares in open market transactions, potentially at a loss.


 



     


    	 



    




 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable) upon the completion of our initial business combination, subject
to the limitations described in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on January 8, 2022, or 30 days after the completion of our initial business combination. The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time,
or earlier upon redemption or liquidation.


 


We are not obligated
to deliver any Class A ordinary shares pursuant to the exercise of a warrant and have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the
warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration, or a valid exemption from registration is available. No warrant is exercisable and we are not obligated
to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit
solely for the Class A ordinary share underlying such unit.


 


We have agreed that
as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will
use our commercially reasonable efforts to file with the SEC a registration statement for the Registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain
the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until
the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are
at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of
a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of
the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we will have failed to maintain
an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price
by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess
of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value
and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the
Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise
is received by the warrant agent.


 



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Redemption of warrants
when the price per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable,
we may call the warrants for redemption (except as described herein in certain circumstances with respect to the placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written
notice of redemption to each warrant holder; and



 


		●	if, and only if, the closing price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before we
send the notice of redemption to the warrant holders.



 


We will not redeem the
warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we
may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws.


 


Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00.    Once the warrants become exercisable,
we may redeem the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless
basis prior to redemption and receive that number of Class A ordinary shares determined by reference to the table below,
based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except
as otherwise described below;



 


		●	if, and only if, the closing price of our Class A
ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days
before we send the notice of redemption to the warrant holders; and



 


		●	if the closing price of the Class A ordinary
shares for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant), the placement warrants must also be concurrently called for redemption on the same terms
as the outstanding public warrants, as described above.



 


Beginning on the date
the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on
a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will
receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise
their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted
average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the
expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair
market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant
agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into
which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our
initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A ordinary
shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.


 


The share prices set
forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise
of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number
of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in
the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant
is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution


 



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Adjustments” below, the adjusted
share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the
higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading
“— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the
unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	Redemption Date (period to expiration	 	 	Fair
Market Value of Class A Ordinary Shares
	 of warrants)	 	 	≤10.00	 	 	 	11.00	 	 	 	12.00	 	 	 	13.00	 	 	 	14.00	 	 	 	15.00	 	 	 	16.00	 	 	 	17.00	 	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





  


The exact fair market
value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values
in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to
be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set
forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year,
as applicable. For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and
at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption
feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact
fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our Class A
ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may
choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each
whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for
more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if
the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption
by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.


 



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This redemption feature
differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for
a redemption of warrants for cash (other than in certain circumstances with respect to the placement warrants) when the trading
price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is
structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading
at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares is below
the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the
warrants without the warrants having to reach the $18.00 per share threshold. Holders choosing to exercise their warrants in connection
with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of January 5, 2021. This redemption right provides us with an additional mechanism by which
to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer
be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants
if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is
in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we
can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise
price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant
holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to
redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this
could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen
to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading
at a price higher than the exercise price of $11.50.


 


No fractional Class A
ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in
a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant
to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants
may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A
ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities
Act the security issuable upon the exercise of the warrants.


 


Anti-dilution Adjustments.    The
warrants have certain anti-dilution and adjustments rights upon certain events.


 


The warrants were issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or
correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants
and the warrant agreement set forth in our prospectus, or defective provision (ii) amending the provisions relating to cash
dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any
provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may
deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants,
provided that the approval by the holders of a majority of the then-outstanding public warrants is required to make any change
that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which was filed
as an exhibit to our Current Report on Form 8-K on January 8, 2021, for a complete description of the terms and conditions applicable
to the warrants.


 


 


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