Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES



 


The following description
of the securities of Quantum FinTech Acquisition Corporation is a summary and does not purport to be complete. This summary is subject
to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws,
each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K (the “Report”) of which this Exhibit
4.5 is a part. We encourage you to read our certificate of incorporation, our bylaws, and the applicable provisions of the General Corporation
law of the State of Delaware for additional information.


 


In this document, unless
the context otherwise requires, references to:


 


		●	“certificate of incorporation”
refers to our amended and restated certificate of incorporation;


 


	 	●	“we,” “us” “our” or “our Company” refers to Quantum FinTech Acquisition Corporation;


 


	 	●	“initial stockholders” refers to all of our stockholders immediately prior to the closing of the initial public offering, including the co-sponsors, officers and directors, to the extent they hold such shares;


 


	 	●	“founder shares” or “insider shares” refers to the 5,031,250 shares of common stock held by our initial stockholders prior to the closing of the initial public offering;


 


	 	●	“private warrants” refers to the warrants issued to our co-sponsors in a private placement simultaneously with the closing of the initial public offering;


 


	 	●	“co-sponsors” refers to Quantum Ventures and Chardan Quantum;


 


	 	●	“Chardan” or “Chardan Capital Markets LLC” refers to Chardan Capital Markets LLC, the representative of the underwriters;


 


	 	●	“Chardan Quantum” refers to Chardan Quantum LLC, an affiliate of Chardan;


 


	 	●	“Quantum Ventures” refers to Quantum Ventures LLC, an affiliate of certain of our officers and directors;


 


	 	●	“public stockholders” means the holders of shares of common stock which were sold as part of the units in the initial public offering, or “public shares.”


 


General


 


Pursuant to our certificate of incorporation, our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred
stock, par value $0.0001.


 


Units


 


Each unit consists of one share of common stock
and one warrant. Each warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $11.50
per whole share, subject to adjustment. Each warrant will become exercisable on the later of one year after the closing of our initial
public offering or the consummation of an initial business combination, and will expire five years after the completion of an initial
business combination, or earlier upon redemption.


 


Our units began trading on February 5, 2021 on the
New York Stock Exchange (the “NYSE”) under the symbol “QFTA.U.” Commencing on March 10, 2021, the shares of common
stock and warrants comprising the units began separate trading on the NYSE under the symbols “QFTA” and “QFTA WS,”
respectively. Those units not separated continue to trade on the NYSE under the symbol “QFTA.U.”


 



     


     


    

  


Common Stock


 


Our holders of record of our 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 initial public offering, including both the insider shares and any shares acquired in our initial public offering
or following our initial public offering 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 a majority of the outstanding shares of common stock voted are voted in favor of the business combination.


 


Pursuant to our certificate of incorporation, if
we do not consummate our initial business combination by August 9, 2022 (or February 9, 2023, as applicable), 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, 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.


 


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 shares to us in any tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account if they vote on the proposed business combination and 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 taxes or for working capital purposes, 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.
No shares of preferred stock were issued or registered in our initial public offering. Accordingly, 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 dated February 4, 2021 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.


 



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Warrants


 


Each public warrant entitles the registered holder
to purchase one-half of one share of common stock at a price of $11.50 per whole share, subject to adjustment as described below,
at any time commencing on the later of February 9, 2022 or the consummation of an initial business combination. However, no public 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 120 days from 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 shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of our initial
business combination at 5:00 p.m., New York City time.


 


The private warrants are identical to the public
warrants underlying the units sold in the initial public offering, except that (i) each private warrant is exercisable for one share of
common stock at an exercise price of $11.50 per share, and (ii) such private warrants will be exercisable for cash (even if a registration
statement covering the shares of common stock issuable upon exercise of such warrants is not effective) 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 the initial purchasers or their
affiliates.


 


We may call the outstanding warrants for redemption
(excluding the private warrants but including any warrants already issued upon exercise of the unit purchase option), in whole and not
in part, at a price of $0.01 per warrant:


 


		●	at any time while the warrants are 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 $16.50 per share, for any 20 trading days within a 30-day trading period 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 at the time of redemption and for the entire 30-day trading
period referred to above and continuing each day thereafter until the date of redemption.



 


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” by (y) the fair market value. The “fair market
value” shall mean the average reported last sale price of our 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. Whether we will exercise our option to require
all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our
common shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.


 


The warrants were 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 a majority of the then outstanding warrants in order to make
any change that adversely affects the interests of the registered holders.


 






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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 share dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. 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 initial stockholders or their affiliates, without taking
into account any founder shares or private warrants held by them, 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 completion of our initial business combination (net of redemptions), and (z) the Market Value
is below $9.50 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 $16.50 per share redemption trigger price described below under will be adjusted
(to the nearest cent) to be equal to 165% 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, 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.


 


Except as described above, no public warrants will
be exercisable for cash, and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such
warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common
stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the
warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a
current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants.
However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of
common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants, and we will not be required to
settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants
is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants
reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for
the warrants may be limited and the warrants may expire worthless.


 


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 4.99% or 9.99% (or such other amount as a holder may specify) 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 down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.


 


Contractual Arrangements with respect to the Certain Warrants


 


We have agreed that so long as the private warrants
are still held by the initial purchasers or their affiliates, we will not redeem such warrants, and we will allow the holders to exercise
such warrants on a cashless basis (even if a registration statement covering the shares of common stock issuable upon exercise of such
warrants is not effective). However, once any of the foregoing warrants are transferred from the initial purchasers or their affiliates,
these arrangements will no longer apply. Furthermore, because the private warrants were issued in a private transaction, the holders and
their transferees will be allowed to exercise the private warrants for cash even if a registration statement covering the shares of common
stock issuable upon exercise of such warrants is not effective and receive unregistered shares of common stock.


 



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Dividends


 


We have not paid any cash dividends on our shares
of 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 dividends subsequent to a business combination will be within the
discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use
in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our shares of common stock
and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New
York, New York 10004.


 


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


 


We have opted out of Section 203 of the Delaware
General Corporate Law, or the DGCL. However, our certificate of incorporation contains similar provisions providing that we may not engage
in certain “business combinations” with any “interested stockholder” for a three-year period following the
time that the stockholder became an interested stockholder, unless:


 


		●	prior to such time, our board of directors approved either the
business combination or the transaction which resulted in the stockholder becoming an interested stockholder;



 


		●	upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction
commenced, excluding certain shares; or



 


		●	at or subsequent to that time, the business combination is approved
by our board of directors and by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock that is not owned
by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject
to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates,
owns, or within the previous three years owned, 20% or more of our voting stock.


 


Under certain circumstances, this provision will
make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with
a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in
advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either
the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also
may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders
may otherwise deem to be in their best interests.


 


Our certificate of incorporation provides that the
co-sponsors and their respective affiliates, any of their respective direct or indirect transferees of at least 20% of our outstanding
common stock and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes
of this provision.


 


Special meeting of stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman.


 


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.


 






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Authorized but unissued shares


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval, and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Exclusive forum for certain lawsuits


 


Our certificate of incorporation provides that,
unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware 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 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 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.


 


SECURITIES ELIGIBLE FOR FUTURE SALE


 


Immediately after our initial public offering, we
had 25,156,250 shares of common stock outstanding. Of these shares, the 20,125,000 shares of common stock sold in the initial
public offering are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased
by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering. All of those shares will not be transferable
except in limited circumstances.


 


Rule 144


 


A person who has beneficially owned restricted shares
of common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed
to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to
the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted
shares of common stock for at least six months but who are our affiliates at the time of, or any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
a number of shares that does not exceed the greater of either of the following:


 


		●	1% of the number of shares of common stock then issued and outstanding,
which was 251,562 after our initial public offering; and



 



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		●	The average weekly trading volume of the shares of common stock
during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales under Rule 144 are also limited by manner
of sale provisions and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies


 


Historically, the SEC staff had taken the position
that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies,
like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale
of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any
time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions
are met:


 


		●	the issuer of the securities that was formerly a shell company
has ceased to be a shell company;



 


		●	the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act;



 


		●	the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required
to file such reports and materials), other than Form 8-K reports; and



 


		●	at least one year has elapsed from the time that the issuer
filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, it is likely that pursuant to Rule
144, our initial stockholders will be able to sell their insider shares freely without registration one year after we have completed our
initial business combination assuming they are not an affiliate of ours at that time.


 


Registration and Stockholder Rights


 


The holders of our insider shares, as well as the
holders of the private warrants (and underlying securities), are entitled to registration and stockholder rights pursuant to an agreement
dated February 4, 2021. The holders of a majority of these securities are entitled to make up to two demands that we register such securities.
The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months
prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants
(and underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our consummation of a business combination. Notwithstanding the foregoing, Chardan Quantum may not exercise its demand and “piggyback”
registration rights after five and seven years, respectively, after February 4, 2021, and may not exercise its demand rights on more than
one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


 


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