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, Nocturne
Acquisition Corporation (“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 ordinary share (as defined below) and one right (as defined below), with each right entitling the holder thereof
to receive one-tenth of one ordinary share upon the closing of our initial business combination (the “units”), (ii) its ordinary
shares, $0.0001 par value per share, and (iii) its public rights, with each right entitling the holder to receive one-tenth of an ordinary
share upon the closing of our initial business combination.


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized capital stock consists of 500,000,000 ordinary shares,
$0.0001 par value, and 5,000,000 shares of 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 rights 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 ordinary share and one
right. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business
combination.


 


Ordinary shares


 


Unless specified in the Companies Act, our amended
and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary
shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a
special resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions
include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with
another company. Directors are elected for a term of two years. There is no cumulative voting with respect to the appointment of directors,
with the result that the holders of more than 50% of the ordinary 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.


 


Because our amended and restated memorandum and
articles of association authorizes the issuance of up to 500,000,000 ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of ordinary shares which we are authorized
to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection
with our initial business combination.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following
our listing on the Nasdaq. There is no requirement under the Companies Act for us to hold annual general meetings in order to appoint
directors. We may not hold an annual general meeting prior to the consummation of our initial business combination.


 


We will provide our 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 amount in the trust account was initially 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 their founder shares, private placement
shares and public shares in connection with the completion of our initial business combination.


 






     


     


    

 


If a shareholder vote is not required by law and
we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum
and articles of association, 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 memorandum and articles of association 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 shareholder approval of the transaction is
required by law, or we decide to obtain shareholder approval for business or other legal reasons, we will 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 shareholder approval, we
will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote
at a general meeting in favor of the business combination. However, the participation of our sponsor, directors, officers, or their respective
affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority
of our public shareholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval
of the majority of our issued and outstanding ordinary shares, 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.


 


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. 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 and private placement shares held by them and any public shares purchased by them 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.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination by April 5, 2022, i.e., within 12 months
from the closing of our initial public offering (or by October 5, 2022, if we extend the period of time to consummate a business combination
by the maximum amount), 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 (which interest shall be
net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 shareholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands 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 their founder shares and private placement shares if we fail to complete
our initial business combination by April 4, 2022 (or by October 5, 2022, if we extend the period of time to consummate a business combination
by the maximum amount). However, if our sponsor, officers or directors acquire public shares after our initial public offering, 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 prescribed time period.


 


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 herein.


 






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Rights


 


Each holder of a right will receive one-tenth (1/10)
of one ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all ordinary shares
held by it in connection with the initial business combination. No additional consideration will be required to be paid by a holder of
rights in order to receive its additional shares upon consummation of an initial business combination. 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 ordinary shares will receive in the transaction on an as-converted into
ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 share
underlying each right (without paying any additional consideration) upon consummation of the business combination. More specifically,
the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original
rights certificates to us.


 


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
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.


 


As soon as practicable upon the consummation of
our initial business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt
of the rights, the rights agent will issue to the registered holder of such rights the number of full ordinary shares to which it is entitled.
We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such business
combination and have been informed by the rights agent that the process of exchanging their rights for ordinary shares should take no
more than a matter of days.


 


The shares issuable upon conversion of the rights
will be freely tradable (except to the extent held by affiliates of ours). We will not issue fractional shares upon conversion of the
rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, we will, upon conversion
pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined. We will
make the determination of how we are treating fractional shares at the time of our initial business combination and will include such
determination in the proxy materials we will send to shareholders for their consideration of such initial business combination.


 


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 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.


 


Dividends


 


We have not paid any cash dividends on our ordinary
shares 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 share capitalizations in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.


 


 


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