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, 2021, FinTech
Evolution Acquisition Group (“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 share of Class A ordinary share (as defined below) and one-third
of one redeemable warrant (as defined below), 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 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, $0.0001 par value and 20,000,000 shares of Class B ordinary shares, $0.0001 par value, and 1,000,000
shares of undesignated preferred stock, $0.0001 par value. 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, 2021 (the “Report”) of which this Exhibit 4.5 is a part.





 


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-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. 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
and Class B 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 shareholders who being entitled to do so, attend
and vote at 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. 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. We may waive this restriction
in our sole discretion.


 






     


     


    

 


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 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 from the consummation of our initial business combination at 5:00 p.m., New York City time.


 


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.


 


If a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective prior to the expiration of the warrants,
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.


 


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


 


		➤	in whole and not in part;



 


		➤	upon not less than 30 days’ prior written notice
of redemption (the “30-day redemption period”) to each warrant holder;



 


		➤	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 on the third trading day prior to the date we send to the
notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share.



 


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.


 






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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 ten 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.


 


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


 


The warrants will be issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant agreement,
which was filed as an exhibit to the Registration Statement, for a complete description of the terms and conditions applicable to the
warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 50% of the then issued and outstanding public
warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


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.





 


 


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