Exhibit
4.6


 


DESCRIPTION
OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12

 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As
of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Archimedes Tech Spac Partners Co. (the
“Company,” “we,” “us,” or “our”) had four classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s units, subunits,
common stock, par value $0.0001 per share, and warrants.


 


The
following description of the Company’s capital stock and provisions of the Company’s amended and restated certificate
of incorporation, bylaws and the Delaware General Corporation Law are summaries and are qualified in their entirety by reference
to the Company’s amended and restated certificate of incorporation and bylaws and the text of the Delaware General Corporation
Law. Copies of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description
has been filed as an exhibit.


 


General


 


Our
amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001,
and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this Annual Report on Form 10-K, 17,461,000 shares
of common stock and no preferred shares are issued or outstanding. The following description summarizes all of the material terms
of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete
description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits
to this Annual Report on Form 10-K.


 


Units
and Subunits


 


Our
units consist of one subunit (consisting of one share of common stock and one-quarter of a warrant) and one-quarter of a warrant.
The structure is for two primary reasons:


 


		●	To
Maximize Cash Available for Use Following Business Combination. We are effectively providing an incentive to our stockholders to not
redeem their subunits in connection with either our stockholder vote or our pre-business combination tender offer as they would forfeit
one-quarter of a warrant underlying the subunit in the event they elect to redeem. The goal of the foregoing is to seek to maximize the
amount of cash in trust that will be available for our use following our business combination.



 


		●	To
Minimize Dilution. This structure will reduce the total number of warrants outstanding, as compared to a structure in which one unit
consists of one share and one full warrant, in the event a portion of our stockholders elect to redeem their subunits in connection with
either our stockholder vote or our pre-business combination tender offer as any stockholder that redeems its subunits will forfeit one-quarter
of a warrant underlying the subunit.



 


We
believe this structure will be viewed more favorably by potential business combination candidates than the traditional structure
as it provides an additional incentive for stockholders to not redeem and in the event a portion of them do redeem, it reduces
overall dilution, as compared to a structure in which one unit consists of one share and one full warrant, due to a reduction
in the number of warrants outstanding.


 


Each
unit consists of one subunit and one-quarter of a warrant. Each subunit consists of one share of our common stock and one-quarter
of a warrant. Each whole warrant entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement,
a warrantholder may exercise its warrants only for a whole number of shares of common stock. This means that only a whole warrant
may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units or subunits
and only whole warrants will trade. Accordingly, unless you purchase a multiple of four units or four subunits, the number of
tradeable warrants issuable to you upon separation of the units or subunits will be rounded down to the nearest whole number of
warrants.


 


The
subunits and warrants comprising the units, but not the shares of common stock and warrants included in the subunits, began to
trade separately on April 14, 2021. Holders have the option to continue to hold units or separate their units into the component
pieces.


 


The
subunits will continue to trade as a subunit consisting of one share of common stock and one-quarter of a warrant until we consummate
an initial business combination, at which time they (to the extent not redeemed) will automatically separate and the subunits
will no longer be outstanding. At such time, every four one-quarter warrants will automatically be combined to form a whole warrant
and fractional warrants will no longer exist. Since no fractional warrants will then exist and only whole warrants will trade,
investors will need to have a number of subunits divisible by four at that time or they will any fractions of a warrant they hold.
Accordingly, in order to avoid such a situation, investors that do not intend to transfer the component pieces of the units prior
to the consummation of a business combination should continue to hold their securities as a combined unit in multiples of four
so as to ensure that no portion of the warrant is lost.


 






     


     


    

 


Common
Stock


 


Our
stockholders of record 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 sponsor, as well as all of our officers and directors, have
agreed to vote their respective shares of common stock owned by them immediately prior to our IPO and any shares purchased in
our IPO or following the IPO in the open market, including any shares included in subunits acquired in the IPO or in the aftermarket,
in favor of the proposed business combination.


 


We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately
prior to or upon such consummation and, solely if a vote is held to approve a business combination, a majority of the outstanding
shares of common stock voted are voted in favor of the business combination.


 


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 elected in each year. 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 eligible to vote for the election of directors can elect all of the directors.


 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate an initial business combination within 18 months
from the closing of our IPO, our corporate existence will cease except for the purposes of winding up our affairs and liquidating.
If we are forced to liquidate prior to an initial business combination, our public stockholders are entitled to share ratably
in the trust account, based on the amount then held in the trust account. Our sponsor, officers and directors have agreed to waive
their rights to participate in any liquidation distribution from the trust account occurring upon our failure to consummate an
initial business combination with respect to the founder’s common stock and private subunits. Our sponsor, officers and
directors will therefore not participate in any liquidation distribution from the trust account with respect to such shares or
subunits. They will, however, participate in any liquidation distribution from the trust account with respect to any subunits
acquired in, or following, our IPO.


 


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 subunits to us in a tender
offer or have their subunits converted to cash equal to their pro rata share of the trust account in connection with the consummation
of our initial business combination. Public stockholders who redeem their subunits into their share of the trust account still
have the right to exercise any warrants they still hold outside of such subunit but will forfeit, without the receipt of any additional
consideration, the portion of the warrant included in the subunit. Accordingly, an investor may have a disincentive to exercise
redemption rights due to the loss of such portion of the warrants.


 


Preferred
Stock


 


There
are no shares of preferred stock outstanding. Our amended and restated certificate of incorporation as of the date of hereof authorize
the issuance of 1,000,000 shares of preferred stock with such designation, rights and preferences as may be determined from time
to time by our board of directors. 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 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 a business combination. We may issue some or all of the preferred stock to effect a 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 cannot assure you that we will not do so in the future.


 






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Warrants


 


Ther
are 6,858,000 warrants currently outstanding. Each whole warrant entitles the registered holder to purchase one share of common
stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion
of an initial business combination. However, no 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 90 days following the consummation 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 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. 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”(defined below) by (y) the fair market value. The “fair market
value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days
ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of
an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 







The
private warrants, as well as any warrants underlying additional units we issue to our sponsor, officers, directors or their affiliates
in payment of working capital loans made to us, will be identical to the warrants underlying the units except that such warrants
will be exercisable for cash 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 our sponsor or its permitted transferees.


 


We
may call the warrants for redemption (excluding the private warrants and any warrants underlying additional units issued to our
sponsor, initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole
and not in part, at a price of $0.01 per warrant,


 


		●	at
any time after the warrants become 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 $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the
warrants become exercisable and 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.



 


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” (defined below) by (y) the fair market value. The “fair market value” for this
purpose shall mean the average reported last sale price of the shares of common stock for the 5 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.


 


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 at least 50% of the then outstanding public warrants, including warrants included in the public subunits, 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 stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below
their respective exercise prices.


 


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 an issue price or effective issue price of less than $9.20 per share (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 sponsor, initial stockholders or their affiliates, without taking into account any founder shares held by them
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 consummation of our initial
business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we
issue the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted
to 180% of this amount.







 


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.


 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would
not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially
own in excess of 9.8% of the shares 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 up to the nearest whole number the number of shares
of common stock to be issued to the warrant holder.


 


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 warrant 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 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 securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State
Street, New York, New York 10004.


 


Listing
of our Securities


 


Our
units, subunits and warrants trade separately on Nasdaq under the symbols “ATSPU,” “ATSPT” and “ATSPW,”
respectively. The common stock will not trade separately unless and until we consummate an initial business combination.


 






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Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


Staggered
board of directors


 


Our
amended and restated certificate of incorporation provides that our board of directors be classified into three classes of directors
of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging
in a proxy contest at two or more annual meetings.


 


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
president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and
outstanding capital stock entitled to vote.


 


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 60th day nor earlier than the close of business on the 90th day prior to the scheduled date of the
annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure of the date of the
annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal executive
offices not later than the 10th day following the day on which public announcement of the date of our annual meeting
of stockholders is first made or sent by us. 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.


 


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 Selection


 


Our
amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions
brought in our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions
may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery
in the State of Delaware 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) for which the Court of Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the
stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although
we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to
which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision
may have the effect of discouraging lawsuits against our directors and officers.


 


Our
amended and restated certificate of incorporation provide that the exclusive forum provision is applicable to the fullest extent
permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As
a result, the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate
of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts
of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities
Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder.


 






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Limitation
on Liability and Indemnification of Directors and Officers


 


Our
amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest
extent authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate
of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary
duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper
personal benefit from their actions as directors.


 


Our
bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his
or her actions, regardless of whether Delaware law would permit indemnification. We have purchased a policy of directors’
and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment
of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.


 


These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary
to attract and retain talented and experienced directors and officers.


 


Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


 



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