Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock will consist of 100,000,000 shares of Class A
common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $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. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of Class A common stock and one right to receive one-eighth (1/8)
of one share of Class A common stock upon consummation of our initial business combination, as described in this prospectus. Pursuant
to the rights agreement, a rights holder may exchange rights only for a whole number of shares of Class A common stock. This means that
rights may be exchanged only in multiples of 8 rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like).


 


The
units, shares of Class A common stock and rights separately trade on The Nasdaq Capital Market. Holders have the option to hold units
or separate their units into the component securities.


 


Common
Stock


 


As
of December 31, 2021, 14,890,000 shares of our common stock were outstanding, consisting of:


 


	 	●	11,500,000
    shares of our Class A common stock underlying
    the units being offered in the IPO;
	 	 	 
	 	●	115,000
    representative’s shares of our Class A
    common stock;
	 	 	 
	 	●	2,875,000
    shares of Class B common stock held by our initial
    stockholders; and
	 	 	 
	 	●	400,000
    shares of Class A common stock underlying the
    private placement units.


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our
stockholders, except as required by law or our amended and restated certificate of incorporation. Unless specified in our amended and
restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules,
the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our
stockholders. Our board of directors will be divided into two classes, with members of each class serving staggered two-year terms (except
that the terms of the initial Class I directors will expire at the first annual meeting of our stockholders held after the completion
of the IPO). 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 voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


 




    	 



    	 



    

 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if
we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be required
to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on
the initial business combination to the extent we seek stockholder approval in connection with our initial business combination.


 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.


 


We
will provide our stockholders 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 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,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 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 any founder shares, any private placement shares
and any public shares held by them in connection with the completion of our initial business combination. Unlike many blank check companies
that hold stockholder 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 stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we
will, pursuant to our amended and restated certificate of incorporation, 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
certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will,
like many blank check 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 stockholder approval, we will complete our initial business combination only if a majority
of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will
consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of
the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.


 




    	 



    	 



    

 


However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately negotiated transactions (as described
in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our
outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum
is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such
meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds,
and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.


 


If
we seek stockholder 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 certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder 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 shares of common stock sold in the IPO, which we refer to as the Excess Shares. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our
stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to
dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.








 


If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers
and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the
IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition
to our initial stockholders’ founder shares and private placement shares and our anchor investors’ founder shares (if any),
we would need only 372,501, or approximately 3.7%, of the 11,500,000 public shares sold in the IPO to be voted in favor of an
initial business combination, or 272,501, or approximately 2.7%, if the holders of the representative’s shares also choose to vote
in favor of the business combination (assuming only a quorum is present at the meeting and only a majority of shares are required to
approve the business combination) in order to have our initial business combination approved (assuming the over-allotment option is not
exercised). Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against
the proposed transaction (subject to the limitation described in the preceding paragraph).


 






    	 



    	 



    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 12 months
(or 13 to 18 months, as applicable) 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 no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to us to pay our franchise and income taxes (less
up to $150,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating 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 each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other 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 any founder shares and private placement shares held by them if we fail to complete our initial business combination
within 12 months (or 13 to 18 months, as applicable) from the closing of the IPO). However, if our initial stockholders acquire public
shares in or after the IPO, 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 applicable time period.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders 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 stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders 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, upon
the completion of our initial business combination, subject to the limitations described herein.


 




    	 



    	 



    

 


Founder
Shares 


 


The
founder shares are shares of Class B common stock. The founder shares are identical to the shares of Class A common stock included in
the units being, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder
shares, and any private placement shares and public shares held by them, in connection with the completion of our initial business combination,
(B) to waive their redemption rights with respect to their founder shares, and any private placement shares and public shares held by
them, in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 12 months (or 13 to 18 months, as applicable) from the closing of the IPO or (y) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares and private placement shares held by them if we fail to complete our initial
business combination within 12 months (or 13 to 18 months, as applicable) from the closing of the IPO, although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business
combination within such time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert
into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of
the holder, on a one-for-one basis, subject to adjustment as described herein, and (iv) the founder shares, and any private placement
shares held by them are entitled to registration rights. If we submit our initial business combination to our public stockholders for
a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and private placement
shares held by them and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions)
in favor of our initial business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,
in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion
of the IPO (excluding the private placement shares and representative’s shares) plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial business combination, any private placement securities issued to our sponsor or
its affiliates upon conversion of loans made to us). We cannot determine at this time whether a majority of the holders of our Class
B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment
due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination;
(ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties providing
financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the issuance
would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders
of our Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes
of our common stock. Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of
shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in
a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon
the conversion or exercise of convertible securities, rights or similar securities.


 




    	 



    	 



    

 


Our
initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) six months
after the date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger,
stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class
A common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Units”). Any permitted transferees will
be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares and private placement
shares. Notwithstanding the foregoing, if the closing price of our shares of Class A common stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing 150 days after our initial business combination, the founder shares and private placement shares will no longer
be subject to such transfer restrictions.


 


Preferred
Stock


 


Our
amended and restated 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 will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights
that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof.
Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Rights


 


Each
holder of a right will automatically receive one-eighth (1/8)
of one share of Class A common stock upon consummation of our initial business combination, except in cases where we are not the
surviving company in a business combination or the registered holder of a certificated right fails to tender such rights certificate.
No additional consideration will be required to be paid by a holder of rights in order to receive the additional shares upon consummation
of a business combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in
the IPO. 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 shares of Class A common
stock will receive in the transaction on an as-exchanged for Class A common stock basis, and rights holders will be required to affirmatively
elect to exchange their rights for the underlying shares as well as to return the original rights certificates to us within a fixed period
of time after which period the rights will expire worthless. Pursuant to the rights agreement, a rights holder may exchange rights only
for a whole number of shares of Class A common stock. This means that we will not issue fractional shares in connection with an exchange
of rights and rights may be exchanged only in multiples of 8 rights (subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of the Delaware General Corporation Law.


 


The
shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours) since the issuance
of the shares underlying the rights will either be registered under an effective registration statement on Form S-4 or Form S-1, whichever
is applicable (in the case where we are not the surviving entity) or be exempt from registration pursuant to an applicable exemption
such as the exemption provided by Section 3(a)(9) (in the case where we are the surviving entity).


 


The
rights will be issued in certificated or book-entry form under a rights agreement between Continental Stock Transfer & Trust Company,
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.


 


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 exchange his, her or its rights in order to receive shares (without paying any additional consideration) upon consummation
of the business combination. More specifically, each holder will be required to indicate his, her or its election to exchange the rights
into their underlying shares as well as to return the original rights certificates to us within a fixed period of time after which period
the rights will expire worthless. Until a holder affirmatively elects to exchange its rights, the right certificates held by such holder
will not represent the shares of common stock they are exchangeable for but instead will simply represent the right to receive such shares.


 


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. Because we will only issue a whole number of shares, you
will not receive any fractional shares to the extent the number of rights held by you upon consummation of our initial business combination
is not divisible by ten (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like).