Exhibit
4.1


 


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

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Big
Cypress Acquisition Corp. (“we,” “our,” “us” or the “Company”) has 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 share of common stock and one-half of one redeemable warrant, with each whole warrant
entitling the holder thereof to purchase one share of common stock (the “units”), (ii) its common stock, $0.0001 par
value per share (“common stock”), and (iii) its 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 50,000,000 shares of common
stock and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material
terms of our capital stock. Because it is only a summary, it may not contain all the information that is important to you.


 


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


 


Each
unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof
to purchase one share of our common stock at a price of $11.50 per share. Only whole warrants are exercisable. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 voted
for the election of directors can elect all of the directors. Our stockholders 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 stockholders 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 earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters. Our 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 any redemption rights with respect to any founder shares or representative shares, as applicable, and placement
shares and (except for the representative of the underwriters in our initial public offering) any public shares held by them in
connection with the completion of our initial business combination. We will provide our public stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection
with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a
tender offer. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of
the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the
voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If we conduct redemptions
by means of a tender offer, the tender offer documents will contain substantially the same financial and other information about
the initial business combination and the redemption rights as is required under the SEC’s proxy rules.


 




    	 



    	 



    

 


The
decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer
will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing
requirement.


 


If
we seek stockholder 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 certificate of incorporation will provide that
a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 shares of common stock sold in our initial public offering, which
we refer to as the Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess
Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could
suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. As
a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would
be required to sell their stock in open market transactions, potentially at a loss.


 


In
the event of a liquidation, dissolution or winding up of the Company after an initial business combination, our stockholders 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 stock, if any, having preference over the common stock. Our stockholders have no preemptive or other
subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders
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 will be net of taxes paid by us) upon the completion of our initial
business combination, subject to the limitations described herein.


 


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 January 14, 2022 and 30 days after the completion of our
initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a
whole number of shares of common stock.


 


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
will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common
stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue
shares of common stock upon exercise of a warrant unless common stock 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, if not cash settled, will have paid the full purchase price for the
unit solely for the share of common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement registering the issuance of the shares
of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain
a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant
agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective
by the 60th business day after the closing of our initial business combination or 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.


 




    	 



    	 



    

 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


	 	●	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 (the “30-day redemption period”) to each warrant
    holder; and


 


	 	●	if,
    and only if, the reported closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
    stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
    three business days before we send the notice of redemption to the warrant holders.


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock
upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are
unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common
stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in
our initial public offering.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes
to exercise its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants
on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their 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 and the excess of the “fair market value” (defined
below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the
average reported closing 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. If our management takes advantage of this option, the notice
of redemption will contain the information necessary to calculate the number of shares of common stock to be received upon exercise
of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will
reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.
If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted
transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same
formula described above that other warrant holders would have been required to use had all warrant holders been
required to exercise their warrants on a cashless basis, as described in more detail below.


 


A
holder of a warrant may notify us 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 4.9% or 9.8% (or such other amount
as a holder may specify) of the shares of common stock outstanding immediately after giving effect to such exercise.


 


The
warrants have certain anti-dilution and adjustment rights upon certain events.


 


The
warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should
review a copy of the warrant agreement, which was filed as an exhibit to the Registration Statement, for a complete description
of the terms and conditions applicable to the warrants. 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, and that all other modifications or
amendments will require the vote or written consent of the holders of at least a majority of the then outstanding public warrants
and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private
placement warrants.


 




    	 



    	 



    

 


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 (or on a cashless basis, if applicable), 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
common stock or 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.


 


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 down to the nearest whole number of shares of common
stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants
must sell any odd number of warrants in order to obtain full value from the fractional interests that will not be issued.


 


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 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 our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, 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 higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Market Value and the Newly Issued Price.