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,
North Atlantic Acquisition Corporation (“we,” “our,”
 “us” or the “Company”) had no classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).


 


As of March 30,
2021, North Atlantic Acquisition (“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 and one-third of
one redeemable warrant, 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
warrants, with each whole warrant exercisable for one share of Class A ordinary share for $11.50 per share (the “warrants”).


 


We are a Cayman Islands exempted company (company
number 367052) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and
the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to
issue 220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B
ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. The following description summarizes certain terms of
our shares as set out more particularly in our amended and restated memorandum and articles of association. 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 has an offering price of $10.00 and
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, subject to adjustment in the case of certain events. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares.


 


Ordinary Shares


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies
Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve
any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law,
which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting
of the company, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended
and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. 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 appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders
of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However, only holders of Class B
ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of
our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors
until after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and
if declared by the board of directors out of funds legally available therefor.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.


 






     


     


    

 


We will provide our 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 calculated 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 and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the 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 their founder shares and public shares in connection with the completion of our initial business combination. Unlike
many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote
for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the
redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our amended and restated memorandum and articles of association requires these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder
approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. For purposes
of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once
a quorum is obtained. Our amended and restated memorandum and articles of association requires that at least five days’ notice will
be given of any general meeting.


 


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 provides 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 5,692,500 shares,
or 15% of the Class A Ordinary Shares (which we refer to as “Excess Shares”) without our prior consent. However, our
amended and restated memorandum and articles of association would not restrict our shareholders’ ability to vote all of their shares
(including Excess Shares) for or against our initial business combination.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination within 24 months from the closing of our initial
public offering (or such later period, if extended), we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within 24 months from the closing of our initial public offering (or such later period, if extended).
However, if our sponsor or management team acquire public shares in or after our initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within
the prescribed time period.


 


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 public shareholders with the opportunity to redeem their public shares for cash
at a per-share price 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 us to pay our taxes, divided by the number of then outstanding public shares, upon the
completion of our initial business combination, subject to the limitations and on the conditions described herein.


 






     


     


    

 


Warrants


 


Public Shareholders’ 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 the later of one year from the closing of our initial public offering and 30 days after the completion of our initial business
combination, provided, in each case, that we have an effective registration statement under the Securities Act covering the Class A
ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to
exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered,
qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the
warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only
a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. 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 Class A
ordinary shares 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 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. No warrant will be
exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary
share 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 fifteen (15) 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. We will use our commercially reasonable efforts to cause the same to become effective and
to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption
of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our 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. Notwithstanding the above, 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, and in the event we do not so elect, we will use
our commercially reasonable 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 each such warrant 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 the excess of the “fair market value” less the exercise price of the warrants by (y) the
fair market value and (B) 0.361. The “fair market value” 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.


 






    


     


    

 


Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00


 


Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private 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 (the “30-day redemption period”) to each warrant holder; and


 


• if, and only if, the last reported sale price of
the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the
notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).


 


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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period.


 


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 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);





 


• if, and only if, the Reference Value (as defined
above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds
$10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and


  


• if the Reference Value is less than $18.00 per share
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the private placement warrants
must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.


 


Anti-dilution Adjustments.   If
the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares,
or by a split-up of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar
event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase
in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary
shares at a price less than the “historical fair market value” (as defined below) will be deemed
a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary
shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary
share paid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering is
for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary
shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary
shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A
ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than
(a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
ordinary shares in connection with a proposed initial business combination, or (d) in connection with the redemption of our public
shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
Class A ordinary share in respect of such event.


 






    


     


    

 


If the number of outstanding Class A ordinary
shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other
similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event,
the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding
Class A ordinary shares.


 


Whenever the number of Class A ordinary shares
purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A
ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which
will be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In addition, if (x) we issue additional Class A
ordinary shares 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 Class A ordinary 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 sponsors or their affiliates,
without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (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 completion of
our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination
(such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption
trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”
and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to
the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and
outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant
agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise
price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise
period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the 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 the holders of at least 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders. You should review a copy of the warrant agreement, which is filed as an exhibit to this
Report, for a complete description of the terms and conditions applicable to the warrants.


 






    


     


    

 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust
Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust
account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it
may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able
to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest
earned thereon.


 


Listing of Securities


 


We have listed our units, Class A ordinary
shares and warrants for trading on Nasdaq under the symbol “NAACU”, “NAAC” and “NAACW”, respectively.