Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12


OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2019, Galileo Acquisition
Corp. (“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 ordinary
shares, $0.0001 par value per share (“ordinary shares”) (ii) its warrants, exercisable for one ordinary share for $11.50
per share, and (iii) its units, consisting of one ordinary share and one warrant, each warrant entitling its holder to purchase
one ordinary share.


 


Pursuant to our amended and restated memorandum and articles
of incorporation, we are currently authorized to issue 200,000,000 ordinary shares, par value $0.0001, and 2,000,000 preferred
shares, par value $0.0001.


 


Defined terms used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the report.


 


Units


 


Each unit consists of one ordinary share and one redeemable
warrant. Each redeemable warrant entitles the holder thereof to purchase one ordinary share at a price of  $11.50 per share,
subject to adjustment as described in the report.


 


Ordinary Shares


 


Our shareholders of record are entitled to one vote for each
share held on all matters to be voted on by shareholders. In connection with any vote held to approve our initial business combination,
all of our initial shareholders, as well as all of our officers and directors, have agreed to vote their respective ordinary shares
owned by them immediately prior to our initial public offering and any shares purchased in our initial public offering or following
our initial public offering in the open market in favor of the proposed business combination.


 


We will only proceed with the business combination if we have
net tangible assets (after redemption) of at least $5,000,001 either immediately prior to or upon consummation of such business
combination and a majority of the ordinary shares voted are voted in favor of the business combination. At least five days’
notice must be given for each general meeting (although we will provide whatever minimum number of days are required under Federal
securities laws). Shareholders may vote at meetings in person or by proxy.


 


The members of our Board of Directors serve until the next annual
general meeting. 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.


 


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.


 






     


     


    

 


Representative Shares


 


In August 2019, we issued to designees of EarlyBirdCapital the
125,000 representative shares for nominal consideration. On October 17, 2019, we effected a share dividend of 0.2 of a share for
each ordinary share in issue, resulting in EarlyBirdCapital holding an aggregate of 150,000 representative shares. The holders
of the representative shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion
of our initial business combination. In addition, the holders of the representative shares have agreed (i) to waive their redemption
rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their
rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business
combination within the time frame as set forth in our amended and restated memorandum and articles of incorporation.


 


The representative shares have been deemed compensation by FINRA
and are therefore subject to a lock-up for a period of 180 days following the date of our initial public offering pursuant to Rule
5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold, transferred, assigned, pledged,
or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following our initial public offering, except
to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period.


 


Register of Members


 


Under Cayman Islands law, we must keep a register of members
and there shall be entered therein:


 


		(a)	the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to
be considered as paid, on the shares of each member;



		(b)	​the date on which the name of any person was entered on the register as a member; and



		(c)	the date on which any person ceased to be a member.



 


Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters
referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands
law to have legal title to the shares as set against its name in the register of members.


 


Upon the closing of our initial public offering, the register
of members shall be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the
shareholders recorded in the register of members shall be deemed to have legal title to the shares set against their name.


 


However, there are certain limited circumstances where an application
may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position.
Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified
where it considers that the register of members does not reflect the correct legal position. If an application for an order for
rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject
to re-examination by a Cayman Islands court.


 


Redeemable Warrants


 


Each redeemable warrant entitles the registered holder to purchase
one ordinary share at a price of  $11.50 per share, subject to adjustment as discussed below, at any time commencing on
the later of the completion of an initial business combination and 12 months from the date of the prospectus relating to our initial
business combination. Except as set forth below, no warrants will be exercisable for cash unless we have an effective and current
registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to
such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise
of the warrants is not effective within 90 days from 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 from registration provided by
Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available,
holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the consummation
of our initial business combination at 5:00 p.m., New York City time.


 






     


     


    

 


We may call the warrants for redemption (excluding the private
warrants), in whole and not in part, at a price of  $.01 per warrant:


 


		•	at any time while the warrants are 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 ordinary shares equals or exceeds $18.00 per share, for any 20 trading
days within a 30 trading day period 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 ordinary shares underlying such warrants
at the time of redemption and for the entire 30-day trading period commencing once the warrants become exercisable and referred
to above and continuing each day thereafter until the date of redemption.



 


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 ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of ordinary shares 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” shall mean the volume weighted average price of the ordinary shares for the 20 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. Whether
we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on
a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs
at such time and concerns regarding dilutive share issuances.


 


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 a majority of the then outstanding warrants in order to
make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of ordinary shares issuable on
exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization of shares, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances
of ordinary shares at a price below their respective exercise prices.


 






     


     


    

 


In addition, if we issue additional ordinary shares 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, 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 the Market Value is below $9.20 per share, then the
exercise price of each warrant will be adjusted such that the effective exercise price per full share will be equal to 115% of
the higher of the Market Value and the price at which we issue the additional ordinary shares or equity-linked securities. This
may make it more difficult for us to consummate an initial business combination with a target business.


 


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 ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares.
After the issuance of ordinary shares 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 shareholders.


 


Except as described above, no warrants are exercisable and we
will not be obligated to issue ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus relating
to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered or qualified
or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the
warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating
to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you
that we will be able to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable upon exercise
of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise.
If the prospectus relating to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary
shares is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will
not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants
may be limited and the warrants may expire worthless.


 


Warrant holders may elect to be subject to a restriction on
the exercise of their warrants such that an electing warrant holder (and his, her or its affiliates) would not be able to exercise
their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its affiliates) would beneficially
own in excess of 9.8% of the ordinary shares issued and outstanding. Notwithstanding the foregoing, any person who acquires a warrant
with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant in
any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the
underlying ordinary shares and not be able to take advantage of this provision.


 


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 (as a result of a subsequent
capitalization of shares payable in ordinary shares, or by a split up of the ordinary shares or other similar event), we will,
upon exercise, round up or down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.


 


Contractual Arrangements with respect to Certain Warrants


 


We have agreed that so long as the private warrants are still
held by the initial purchasers or their affiliates, we will not redeem such warrants and we will allow the holders to exercise
such warrants on a cashless basis (even if a registration statement covering the ordinary shares issuable upon exercise of such
warrants is not effective). However, once any of the foregoing warrants are transferred from the initial purchasers or their affiliates,
these arrangements will no longer apply. Furthermore, because the private warrants will be issued in a private transaction, the
holders and their transferees will be allowed to exercise the private warrants for cash even if a registration statement covering
the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares.