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


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized capital stock consists of 220,000,000 ordinary
shares, including 200,000,000 Class A ordinary shares, $0.001 par value per share, 20,000,000 Class B ordinary shares, $0.0001
par value per share, and 1,000,000 undesignated preference shares, $0.0001 par value per share. 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 memorandum and articles of association and our warrant agreement, each of which is incorporated
by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”).


 


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


 


Units


 


Each
unit consists of one Class A ordinary share and one-half 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. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of Class A ordinary shares.


 


Class
A Ordinary Shares


 


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


 


We
will provide our Class A public shareholders with the opportunity to redeem all or a portion of their public shares upon
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including
interest (which interest shall be net of taxes payable) divided by the number of then issued and 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 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.


 


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 an aggregate of 15% of the ordinary shares sold in our initial public offering, which we
refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all
of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to
redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders
will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a
result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would
be required to sell their shares in open market transactions, potentially at a loss.


 






     


     


    

 


If
we seek shareholder approval in connection with our initial business combination, our sponsor, officers and directors have agreed
(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder
shares held by them and any public shares purchased during or after our initial public offering in favor of our initial business
combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction.


 


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


 


Redeemable
warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of July 17, 2021 or 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 Class A ordinary shares. 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 for cash or on a cashless basis, and we will not
be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise
is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. 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 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 15 business days after the closing of our initial business
combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have
declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants.
We will use our best 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 of the warrants in accordance with the provisions of the warrant
agreement. No warrants will be exercisable for cash unless we have an effective and current registration statement covering the
Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary
shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise
of the 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. 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 best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.


 






    2


     


    

 


Once
the warrants become exercisable, we may call the warrants for redemption (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 reported last sale price of the Class A ordinary shares equal or
                                         exceed $18.00 per share (as adjusted for share subdivisions, share consolidations, share
                                         capitalizations, rights issuances, reorganizations, recapitalizations and the like) for
                                         any 20 trading days within a 30-trading day period ending on the third trading day
                                         prior to the date we send to 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 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 under the blue sky laws of
the state of residence in those states in which the warrants were 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 his, her or 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 issued and outstanding and the dilutive effect on our shareholders of issuing the maximum number
of Class A ordinary shares 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 Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary
shares 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 Class A ordinary shares 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 9.8% (or such other amount as
a holder may specify) of the Class A ordinary shares issued and 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 has been 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, but requires the approval by the holders
of at least a majority of the then issued and outstanding public warrants to make any change that adversely affects the interests
of the registered holders of public warrants.


 






    3


     


    

 


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 a Newly Issued 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 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. 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 Class A ordinary shares and any voting
rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary
shares 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 shareholders.


 


Warrants
may be exercised only for a whole number of Class A ordinary shares. 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 the number of Class A ordinary shares to be issued to the warrant holder.


 




    4