Exhibit
4.6


 


Description of Securities


 


General


 


The
following description summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the
information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation
and bylaws, which are filed as exhibits to the registration statement that we filed in connection with our initial public offering (the
“IPO”).


 


Units


 


Each
public unit (the “Public Unit”) consists of one share of common stock and one right. Each right entitles the holder thereof
to receive one-tenth (1/10) of a share of common stock upon consummation of our initial business combination. We will not issue
fractional shares in connection with an exchange of rights. As a result, you must hold rights in multiples of 10 in order to receive
shares for all of your rights upon closing of a business combination.


 


The
common stock and rights comprising the Public Units began separate trading on September 14, 2021. Holders have the option to continue
to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in
order to separate the units into shares of common stock and rights.


 


Private
Units


 


The
private units (the “Private Units”) are identical to the Public Units sold in the IPO except that (a) the Private Units
and their component securities will not be transferable, assignable or salable until after the completion of our initial business combination
except to permitted transferees, and (b) with respect to the Private Units held by Chardan Capital Markets, LLC, for so long as
they are held by the underwriters, will not be exercisable more than five years from the effective date of the registration statement
that we fled in connection with our IPO in accordance with FINRA Rule 5110(g)(8)(A).


 


Common
Stock


 


We
are authorized to issue of 10,000,000 shares of common stock, par value $0.0001. Holders of record of 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 our initial business
combination, our insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately
prior to our IPO, including both the insider shares and the private shares, and any shares acquired in the IPO or following the IPO in
the open market, in favor of the proposed business combination.


 


We
will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would
cause our net tangible assets to be less than $5,000,001 and, assuming a quorum is present at the meeting, the affirmative vote of a
majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor
of the business combination.


 


We
have five directors. Each member of our board of directors will be elected at our annual meetings. 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 our initial business combination within 12 months
(or up to 18 months if our time to complete a business combination is extended as described herein) from the closing of the IPO,
we 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 for a pro rata portion of the funds held in the
trust account, 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject (in
the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares
and private shares.


 






     


     


    

 


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 have their shares of common stock converted to cash
equal to their pro rata share of the trust account if the Business Combination is completed. If we hold a stockholder vote to amend any
provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including
the substance or timing within which we have to complete a business combination), we will provide our 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 us to pay our franchise and income 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. Our certificate of incorporation provides that shares of preferred stock may be issued
from time to time in one or more series. Our 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 that we entered into in connection with our IPO prohibits us, 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 our initial business combination. We may issue some or all of the preferred stock to effect our initial
business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change
in control of us. Although we do not currently intend to issue any shares of preferred stock, we reserve the right to do so in the future.


 


Rights
included as part of Units


 


Except
in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10)
of a share of common stock upon consummation of our initial business combination, even if the holder of a public right converted all
shares of common stock held by him, her or it in connection with the initial business combination or an amendment to our certificate
of incorporation with respect to our pre-business combination activities. In the event we will not be the surviving company upon
completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights
in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the 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 shares of common stock
upon consummation of an initial business combination. The shares issuable upon exchange of the rights will be freely tradable (except
to the extent held by affiliates of ours). If we enter into a definitive agreement for a business combination in which we 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.


 


The
rights are issued in registered form under a rights agreement between American Stock Transfer & Trust Company, LLC, as rights agent,
and us. The rights agreement provides that the terms of the rights 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
rights in order to make any change that adversely affects the interests of the registered holders.


 






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We
will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest
whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, you must hold rights in
multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete
an initial business combination within the required time period and we liquidate 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 our assets held outside
of the trust account with respect to such rights, and the rights will expire worthless. Further, 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 we be required to net cash settle the rights. Accordingly, the rights may expire worthless.


 


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
rights agreement, including under the Securities Act, 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. We note, however, that there is uncertainty as to whether a court would enforce these provisions and
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of
the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.


 


Dividends


 


We
have not paid any cash dividends on common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size
of the offering pursuant to Rule 462(b) under the Securities Act, in which case we will effect a stock dividend immediately
prior to the consummation of the offering in such amount as to maintain the number of insider shares at 20.0% of our issued and outstanding
shares of common stock upon the consummation of the IPO. Further, if we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Rights Agent


 


The
transfer agent for common stock and rights agent for our rights is American Stock Transfer & Trust Company, 6201 15th Ave.,
Brooklyn, NY 11219.


 


Certain Anti-Takeover Provisions
of Delaware Law and our Certificate of Incorporation and By-Laws


 


We
are subject to the provisions of Section 203 of Delaware General Corporation Law, or the DGCL, regulating corporate takeovers. This
statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:


 


		●	a
                                            stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested
                                            stockholder”);



 


		●	an
                                            affiliate of an interested stockholder; or



 


		●	an
                                            associate of an interested stockholder, for three years following the date that the
                                            stockholder became an interested stockholder.



 






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A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203
do not apply if:


 


		●	our
                                            board of directors approves the transaction that made the stockholder an “interested
                                            stockholder,” prior to the date of the transaction;



 


		●	after
                                            the completion of the transaction that resulted in the stockholder becoming an interested
                                            stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time
                                            the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on
                                            or subsequent to the date of the transaction, the business combination is approved by our
                                            board of directors and authorized at a meeting of our stockholders, and not by written consent,
                                            by an affirmative vote of at least two-thirds of the outstanding voting stock not owned
                                            by the interested stockholder.



 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by resolution of the board of directors, or by the chairman
or the Chief Executive Officer.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our 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 our 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.
Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude
our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting of stockholders.


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum,
the Court of Chancery shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action
or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director,
officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach,
(3) action asserting a claim against our company or any director or officer of our company arising pursuant to any provision of
the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any
director or officer of our company governed by the internal affairs doctrine except for, as to each of (1) through (4) above,
any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days
following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery,
or (C) arising under the federal securities laws, including the Securities Act as to which the Court of Chancery and the federal
district court for the District of Delaware shall concurrently be the sole and exclusive forums. 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 our stockholders of our
obligation to comply with federal securities laws, rules and regulations, and the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of
the United States of America shall be the sole and exclusive forum. Although we believe this provision benefits us by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect
of discouraging lawsuits against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’
certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions
to be inapplicable or unenforceable.


 


 


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