Exhibit 4.6


 


DESCRIPTION OF REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2020, the end of
the period covered by this Annual Report on Form 10-K, the Company has four classes of securities registered under Section 12 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s common stock, $0.0001 par
value (“common stock”), rights to receive common stock (“rights”), warrants to purchase common stock (“warrants”),
and units comprised of one share of common stock, one right entitling the holder to receive one-twentieth (1/20) of a share of
common stock, and one warrant to purchase one-half (1/2) of one share of common stock.


 


The following description of the Company’s
capital stock and provisions of the Company’s amended and restated certificate of incorporation, bylaws and the Delaware
General Corporation Law are summaries and are qualified in their entirety by reference to the Company’s amended and restated
certificate of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies of these documents have been
filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed as an exhibit.


 


The Company’s authorized
capital stock consists of 50,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred
stock, par value $0.0001 per share. The authorized and unissued shares of common stock and preferred stock are available for
issuance without further action by the Company’s stockholders, unless such action is required by applicable law or the
rules of any stock exchange on which the Company’s securities may be listed. Unless approval of stockholders is so
required, the Company’s board of directors will not seek stockholder approval for the issuance and sale of common
stock. No preferred shares are issued or outstanding.


 


Units


 


Each unit consists of one share of common
stock, one right and one warrant. Each right entitles the holder to receive one-twentieth (1/20) of a share of common stock. Each
warrant entitles the holder thereof to purchase one-half (1/2) of one share of common stock at a price of $11.50 per whole share,
subject to adjustment. Each warrant will become exercisable on the later of one year after the closing of the IPO or the consummation
of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier
upon redemption. The private warrants purchased by Chardan International Investments, LLC (“Chardan Investments”) will
not be exercisable more than five years from the effective date of the Company’s registration statement, in accordance with
FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related persons beneficially own these private warrants.


 


The Company will not issue fractional shares
upon conversion of the rights, and no cash will be payable in lieu thereof. As a result, a holder must have 20 rights to receive
one share of common stock at the closing of the initial business combination.


 


Common Stock


 


The holders of record of the Company’s
common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any
vote held to approve the Company’s initial business combination, the Company’s insiders, officers and directors, have
agreed to vote their respective shares of common stock owned by them immediately prior to this offering, including both the insider
shares and any shares acquired in this offering or following this offering in the open market, in favor of the proposed business
combination.


 


The Company will consummate its initial
business combination only if public stockholders do not exercise conversion rights in an amount that would cause its net tangible
assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business
combination.


 



    	 



    	



    

 


Pursuant to the Company’s certificate
of incorporation, if the Company does not consummate its initial business combination within 15 months (or up to 18 months, as
applicable) from the closing of the IPO, the Company will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in
the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. The Company’s insiders have agreed to waive their rights to share in any distribution
with respect to their insider shares. However, if the Company anticipates that it may not be able to consummate its initial business
combination within 15 months, the initial stockholders or their affiliates may, but are not obligated to, extend the period of
time to consummate an initial business combination
one time by up to an additional three months (for a total of up to 18 months to complete an initial business combination) without
the need for a separate stockholder vote. Pursuant to the terms of the amended and restated certificate of incorporation and the
trust agreement between the Company and Continental Stock Transfer & Trust Company, the only way to extend the time available
for the Company to consummate its initial business combination without the need for a separate stockholder vote is for the initial
stockholders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit
into the trust account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment option) ($0.10 per share),
if extended for the full 3 months, on or prior to the date of the applicable deadline. Pursuant to the amended and restated certificate
of incorporation and the trust agreement, if such funds are not deposited, the time to complete an initial business combination
cannot be extended unless the Company’s stockholders otherwise approve an extension on different terms. In the event that
they elected to extend the time to complete an initial business combination and deposited the applicable amount of money into trust,
the initial stockholders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit
that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available
outside the trust account to do so. Such notes would be paid upon consummation of the initial business combination. In the event
that the Company receives notice from the insiders five days prior to the applicable deadline of their intent to effect an extension,
the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline.


 


The Company’s stockholders have no
conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares
of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have
their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed
business combination and the business combination is completed. In order for a public stockholder to have his, her or its shares
redeemed for cash in connection with any proposed business combination, the Company may require that the public stockholders vote
either in favor of or against a proposed business combination. If required to vote pursuant to the procedures specified in the
proxy statement to stockholders relating to the business combination, and a public stockholder fails to vote in favor of or against
the proposed business combination, whether that stockholder abstains from the vote or simply does not vote, that stockholder would
not be able to have his, her or its shares of common stock redeemed to cash in connection with such business combination.


 


If the Company holds a stockholder vote
to amend any provisions of the certificate of incorporation relating to stockholder’s rights or pre-business combination
activity (including the substance or timing within which the Company to complete a business combination), the Company will provide
the public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds
held in the trust account and not previously released to the Company to pay its taxes, divided
by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders
would be paid their pro rata portion of the trust account promptly following consummation of the business combination or the approval
of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved,
stockholders will not be paid such amounts.


 


Preferred Stock


 


There are no shares of preferred stock
outstanding. The board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock.
However, the underwriting agreement between the Company and the underwriters in the IPO prohibits the Company, prior to a business
combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes
as a class with the common stock on the initial business combination. The Company may issue some or all of the preferred stock
to effect the initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying
or preventing a change in control of the Company.


 


Warrants


 


Each public warrant entitles the registered
holder to purchase one-half (1/2) of one share of common stock at a price of $11.50 per whole share, subject to adjustment as described
below, at any time commencing on the later of one year after the closing of the IPO or the consummation of an initial business
combination. However, no public warrants will be exercisable for cash unless the Company has an effective and current registration
statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such
shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable
upon exercise of the public warrants is not effective within 120 days from 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 the Company shall have
failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption
from registration under the Securities Act. The warrants will expire five years from the closing of the initial business combination
at 5:00 p.m., New York City time.


 




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The private warrants are identical to the
public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50
per share, and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of
common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and
will not be redeemable by the Company, in each case so long as they are still held by the initial purchasers or their affiliates.
The private warrants purchased by Chardan Investments will not be exercisable more than five years from the effective date of the
registration statement, in accordance with FINRA Rule 5110(g)(8), as long as Chardan Capital Markets, LLC or any of its related
persons beneficially own these private warrants.


 


The Company may call the outstanding warrants
for redemption (excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option),
in whole and not in part, at a price of $0.01 per warrant:


 


	 	●	at any time while the warrants are exercisable,
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,
	 	 	 
	 	●	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and
	 	 	 
	 	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.


 


The right to exercise will be forfeited
unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a
record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon
surrender of such warrant.


 


The redemption criteria for the warrants
have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price
and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share
price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price
of the warrants.


 


If the Company calls the warrants for redemption
as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to
do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for
that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common
stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” by (y) the “fair market value”. The “fair market value” shall mean the average reported last sale price
of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. Whether the Company will exercise the option to require all holders to exercise their warrants
on a “cashless basis” will depend on a variety of factors including the price of the shares of common stock at the
time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share
issuances.


 


The warrants were issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company.
The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the
then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of shares
of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share
dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. In addition, if the Company issues
additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the
initial business combination at a newly issued price of less than $9.20 per share of common stock (with such issue price or effective
issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the
initial stockholders or their affiliates, without taking into account any founder shares or private warrants held by them, as applicable,
prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly
issued price and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the
market value (the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading
day prior to the consummation of an initial business combination).


 




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The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price,
by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do
not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants
and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will
be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Except as described above, no public warrants
will be exercisable for cash, and the Company will not be obligated to issue shares of common stock unless at the time a holder
seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current
and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state
of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts
to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of
the warrants until the expiration of the warrants. However, the Company cannot assure you that it will be able to do so and, if
the Company does not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants,
holders will be unable to exercise their warrants, and the Company will not be required to settle any such warrant exercise. If
the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common
stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company
will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the
warrants may be limited, and the warrants may expire worthless.


 


A holder of a warrant may notify the Company
in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.99% or 9.99% (or such other amount as a holder may specify)
of common stock outstanding.


 


No fractional shares will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share,
the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the
warrant holder.


 


The Company has agreed that, subject to
applicable law, any action, proceeding or claim against the Company arising out of or relating in any way to the warrant agreement
will 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 the Company irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such
action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange
Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Contractual Arrangements with respect
to the Certain Warrants


 


The Company has agreed that so long as
the private warrants are still held by the initial purchasers or their affiliates, the Company will not redeem such warrants, and
it will allow the holders to exercise such warrants on a cashless basis (even if a registration statement covering the shares of
common stock issuable upon exercise of such warrants is not effective). However, once any of the foregoing warrants are transferred
from the initial purchasers or their affiliates, these arrangements will no longer apply. Furthermore, because the private warrants
will be issued in a private transaction, the holders and their transferees will be allowed to exercise the private warrants for
cash even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective
and receive unregistered shares of common stock.


 


Rights


 


Each right represents the right to receive
one-twentieth (1/20) of one share of common stock upon the consummation of the Company’s initial business combination, so
each holder of 20 rights will receive one share of common stock upon consummation of the initial business combination, whether
or not the Company will be the surviving entity and even if the holder of such right redeemed all common stock held by him, her
or it in connection with the initial business combination or an amendment to the Company’s amended and restated certificate
of incorporation with respect to the Company’s pre-business combination activities. No fractional shares will be issued upon
conversion of any rights, so holders must hold rights in denominations of 20 in order to receive a share of common stock at the
closing of the initial business combination. No additional consideration will be required to be paid by a holder of rights in order
to receive his, her or its additional common stock upon consummation of an initial business combination as the consideration related
thereto has been included in the unit purchase price previously paid for by investors. The shares issuable upon exchange of the
rights will be freely tradable (except to the extent held by affiliates of the Company).


 




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As soon as practicable upon the occurrence
of an initial business combination, the Company will direct holders of the rights to return their rights certificates to Continental
Stock Transfer & Trust Company, in its capacity as rights agent. Upon receipt of the rights certificate, in a business
combination in which the Company will be the surviving entity, the Company will issue to the registered holder of such rights the
number of full shares of common stock to which the holder is entitled.


 


If the Company enters into a definitive
agreement for a business combination in which the Company will not be the surviving entity, the definitive agreement will provide
for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction
on an as-converted into common stock basis, and each holder of a right will be required to affirmatively convert his, her or its
rights in order to receive the one-twentieth (1/20) share underlying each right (without paying any additional consideration) upon
consummation of the business combination. More specifically, the right holder will be required to indicate his, her or its election
to convert the rights into underlying shares as well as to return the original rights certificates to the Company.


 


If the Company is unable to complete an
initial business combination within the required time period and the Company liquidates the funds held in the trust account, holders
of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s
assets held outside of the trust account with respect to such rights, and the rights will expire worthless.


 


Promptly upon the consummation of the initial
business combination, the Company will direct registered holders of the rights to return their rights to the Company’s rights
agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full shares
of common stock to which he, she or it is entitled. The Company will notify registered holders of the rights to deliver their rights
to the rights agent promptly upon consummation of such business combination. The Company has been informed by the rights agent
that the process of exchanging their rights for common stock should take no more than a matter of days. The foregoing exchange
of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding its obligation
to issue the shares underlying the rights upon consummation of the initial business combination. Other than confirming that the
rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying
the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon
consummation of an initial business combination. Additionally, in no event will the Company be required to net cash settle the
rights. Accordingly, the rights may expire worthless.


 


The Company will not issue any fractional
shares upon conversions of the rights upon separation of the units, and no cash will be payable in lieu thereof. As a result, a
holder must have 20 rights to receive one share of common stock. In the event
that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, the Company will reserve the
option, to the fullest extent permitted by applicable law, to deal with any such fractional entitlement at the relevant time as
the Company sees fit, which would include the rounding down of any entitlement to receive common stock to the nearest whole share
(and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement
(without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the company
until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in
lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of
the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall
be treated in the same manner with respect to the issuance of shares upon conversions of the rights.


 


The Company has agreed that, subject to
applicable law, any action, proceeding or claim against the Company arising out of or relating in any way to the rights agreement
will 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 the Company irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such
action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange
Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Special meeting of stockholders


 


The Company’s bylaws provide that
special meetings of stockholders may be called only by a majority vote of the board of directors, by the president or by the chairman.


 


Advance notice requirements for stockholder
proposals and director nominations


 


The Company’s bylaws provide that
stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors
at an annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to the Company’s principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. The Company’s bylaws
also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude the
Company’s stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors
at an annual meeting of stockholders.


 




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Authorized but unissued shares


 


The Company’s authorized but unissued
common stock and preferred stock are available for future issuances without stockholder approval, and could be utilized for a variety
of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence
of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt to obtain control of
the Company by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum For Certain Lawsuits


 


The Company’s amended and restated certificate of incorporation
provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State
of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court
located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district
court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims
or causes of action under the Delaware statutory or common law: (A) any derivative claim or cause of action brought on behalf of
the Company; (B) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer, employee
or agent of the Company, to the Company or the Company’s stockholders, or any claim or cause of action for aiding and abetting
any such breach; (C) any claim or cause of action against the Company or any current or former director, officer or other employee
of the Company, arising out of or pursuant to any provision of the Delaware General Corporation Law, the amended and restated certificate
of incorporation or the bylaws of the Company (as each may be amended from time to time); (D) any claim or cause of action seeking
to interpret, apply, enforce or determine the validity of the amended and restated certificate of Incorporation or the bylaws of
the Company (as each may be amended from time to time, including any right, obligation, or remedy thereunder); (E) any claim or
cause of action as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of
Delaware; and (F) any claim or cause of action against the Company or any current or former director, officer or other employee
of the Company, governed by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and subject to the
court having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding the foregoing, the inclusion
of such provision in our amended and restated certificate of incorporation will not be deemed to be a waiver by the stockholders
of the Company’s obligation to comply with federal securities laws, rules and regulations, and the provisions of this paragraph
will not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act, or the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction.





 


 


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