Exhibit 4.6


 


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, Ackrell
SPAC Partners I Co. (“we,” “our,” “us” or the “Company”) had the following four 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 subunit (as defined below) and one-half of one redeemable warrant
(as defined below) (the “units”), (ii) its subunits, consisting of one share of common stock (as defined below) and one-half
of one redeemable warrant (as defined below) (the “subunits”), (iii) its common stock, $0.0001 par value per share (the “common
stock”), and (iv) its public warrants, with each whole warrant exercisable for one share of common stock for $11.50 per share (the
“warrants”).


 


Pursuant to our Amended and Restated
Certificate of Incorporation, our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value, and 1,000,000
shares of preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock and does not
purport to be complete. It is subject to, and qualified in its entirety by reference to, our Amended and Restated Certificate of Incorporation,
our by-laws 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 4.6 is a part.


 


Defined terms used herein but
not otherwise defined shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020 (the “Report”).


 


Units and Subunits


Each unit consists of one
subunit and one-half of a warrant. Each subunit consists of one share of our common stock and one-half of a warrant. Each whole warrant
entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement, a warrantholder may exercise its warrants
only for a whole number of shares of common stock. This means that only a whole warrant may be exercised at any given time by a warrantholder.
No fractional warrants will be issued upon separation of the units or subunits and only whole warrants will trade. Accordingly, unless
you purchase a multiple of two units, the number of tradeable warrants issuable to you upon separation of the units or subunits will be
rounded down to the nearest whole number of warrants.


 


Common Stock


Our stockholders of record 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 our initial business combination, our sponsor,
as well as all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior
to our IPO and any shares purchased in our IPO or following our IPO in the open market, including any shares included in subunits acquired
in our IPO or in the aftermarket, in favor of the proposed business combination.


We will consummate our initial
business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation
and, solely if a vote is held to approve a business combination, a majority of the outstanding shares of common stock voted are voted
in favor of the business combination.


Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected
in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50%
of the shares eligible to vote for the election of directors can elect all of the directors.


Pursuant to our amended and restated certificate of incorporation, if we
do not consummate an initial business combination by 12 months from the closing of our IPO (or up to 18 months from the closing of our
IPO if we extend the period of time to consummate a business combination), our corporate existence will cease except for the purposes
of winding up our affairs and liquidating. If we are forced to liquidate prior to an initial business combination, our public stockholders
are entitled to share ratably in the trust account, based on the amount then held in the trust account. Our sponsor, officers and directors
have agreed to waive their rights to participate in any liquidation distribution from the trust account occurring upon our failure to
consummate an initial business combination with respect to the founder’s common stock and private subunits. Our sponsor, officers
and directors will therefore not participate in any liquidation distribution from the trust account with respect to such shares or subunits.
They will, however, participate in any liquidation distribution from the trust account with respect to any subunits acquired in, or following,
our IPO.


 






    


     


    

 


Our
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 subunits to us in a tender offer or have their
subunits converted to cash equal to their pro rata share of the trust account in connection with the consummation of our initial business
combination. Public stockholders who redeem their subunits into their share of the trust account still have the right to exercise any
warrants they still hold outside of such subunit but will forfeit, without the receipt of any additional consideration, the portion of
the warrant included in the subunit. Accordingly, an investor may have a disincentive to exercise redemption rights due to the loss of
such portion of the warrants. 


	 
	 


Redeemable Warrants


Each whole warrant entitles the registered holder to purchase one share
of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days
after the completion of an initial business combination or 12 months from the closing of our IPO. However, no warrants will be exercisable for cash unless we have 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 a specified period following the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such
exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
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”(defined below) by (y)
the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares
of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth
anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


The private warrants, as
well as any warrants underlying additional units we issue to our sponsor, officers, directors or their affiliates in payment of working
capital loans made to us, will be identical to the warrants underlying the units sold in our IPO except that such warrants will be exercisable
for cash or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still
held by our sponsor or its permitted transferees.


We may call the warrants
for redemption (excluding the private warrants and any warrants underlying additional units issued to our sponsor, initial stockholders,
officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01
per warrant,


 


	•		at any time after the warrants become 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
$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days
within a 30 trading day period commencing after the warrants become exercisable and 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.



 






    


     


    

 


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 our 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 our redemption call, the redemption will not cause the share price to drop below the exercise price of the
warrants.


If we call the warrants
for redemption as described above, our 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” (defined
below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price
of the shares of common stock for the 5 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.


The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. 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 at least 50% of the then outstanding public
warrants, including warrants included in the public subunits, 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 stock
dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below,
the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.


In addition, if (x) we issue
additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue
price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders
or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater
of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities, and the
$18.00 redemption trigger price will be adjusted to 180% of this amount.


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 us, 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.


Warrant holders may elect
to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their
warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares
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, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant
holder.


We have agreed that, subject
to applicable law, any action, proceeding or claim against us 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 we irrevocably submit 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.