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,
2020, Bridgetown 2 Holdings Limited (“we,” “our,”
“us” or the “Company”) had no classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).


 


As of March 25, 2021, the Company
had its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”) registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). 


 


We are a Cayman Islands exempted company
and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common
law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue
220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B
ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. The following description summarizes certain terms
of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only
a summary, it may not contain all the information that is important to you.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020 (the “Report”).


 


Ordinary Shares 


 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except
as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Act 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, which requires the affirmative vote of a majority of at least two-thirds of the shareholders
who attend and vote at a general meeting of the company, 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. Our board of directors is divided into three classes, each of which will generally serve
for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with
respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment
of directors can appoint all of the directors. However, only holders of Class B ordinary shares will have the right to appoint
directors in any general meeting held prior to or in connection with the completion of our initial business combination, meaning
that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of our
initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board
of directors out of funds legally available therefor.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our
listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint
directors. We may not hold an annual general meeting to appoint new directors 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 calculated 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 taxes, divided by the number of then outstanding public shares, subject to the limitations
and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00 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 and public shares in connection
with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder
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 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 our 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 reasons, we will, like many special purpose acquisition 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 shareholder approval, we
will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business
combination once a quorum is obtained. Our amended and restated memorandum and articles of association requires that at least five
days’ notice will be given of any general meeting.


 


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 15% of the Class A Ordinary Shares (which we refer to as “Excess Shares”) without our prior
consent. However, our amended and restated memorandum and articles of association would not restrict our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination by January 28, 2023 (or such later period,
if extended), 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, 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 (less taxes payable
and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then 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 in all cases subject to the other
requirements of 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
if we fail to complete our initial business combination by January 28, 2023 (or such later period, if extended). However, if our
sponsor or management team acquire public shares in or 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.


 






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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 public shareholders with the opportunity to redeem
their public shares for cash at a per-share price 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, divided by the number
of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the
conditions described herein.


 


Listing


 


Our Class A ordinary
shares are listed on Nasdaq. The Class A ordinary shares began trading on January 26, 2021, under the symbol “BTNB”.


 


Our Transfer Agent 


 


The transfer agent for our ordinary shares
is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in
its roles as transfer agent, its agents and each of its shareholders, directors, officers and employees against all claims and
losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any
gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust
account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account
that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim
will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the
trust account or interest earned thereon.


 


 

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