Exhibit 4.6


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF


THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED


 


General


 


KBL Merger Corp. IV (the “Company”
or “we”) is incorporated in the state of Delaware. The rights of our stockholders are generally governed by Delaware
law, our amended and restated certificate of incorporation and our bylaws (each as amended and restated in effect as of the date
hereof).


 


This exhibit describes the general terms
of the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our
common stock, par value $0.0001 per share, warrants exercisable for one-half share of our common stock, rights exchangeable into
one-tenth of one share of common stock and units consisting of one share of common stock, one warrant and one right.


 


As of December 31, 2019, there were:


 


		●	3,968,533 shares of common stock outstanding;



 


		●	837,174 shares of common stock issuable
upon exercise of 523,234 outstanding units;



 


		●	1,147,926 shares common stock issuable
upon exercise of 11,479,266 outstanding rights; and



 


		●	11,479,266 warrants outstanding for the
purchase of an aggregate of 5,739,633 shares of common stock.



 


This exhibit is a summary and is not intended
to be a complete description of the rights and preferences of such securities. The terms of these securities may also be affected
by the Delaware General Corporation Law (“DGCL”). Our amended and restated certificate of incorporation and bylaws
as they exist on the date of this Annual Report on Form 10-K are incorporated by reference or filed as an exhibit to the Annual
Report on Form 10-K of which this exhibit is a part, and amendments or restatements of each will be filed with the Securities and
Exchange Commission (“SEC”) in future periodic or current reports in accordance with the rules of the SEC. The summary
below is qualified in its entirety by reference to our amended and restated certificate of incorporation and bylaws, which are
filed as exhibits to our Annual Report on Form 10-K of which this exhibit is a part.


 


Units


 


Each unit consists of one share of common
stock, one right, and one warrant. Each right entities the holder thereof to receive one-tenth (1/10) of one share of common stock
on the consummation of an initial business combination. Each warrant entitles the holder thereof to purchase one-half of one share
of our common stock at a price of $5.75 per half share, subject to adjustment as described in the warrant agreement included as
an exhibit to our Annual Report on Form 10-K filed. If a warrant holder holds two warrants, such warrants will be exercisable for
one share of our common stock at a price of $11.50 per share. Warrants must be exercised for whole shares of common stock. The
common stock, rights and warrants comprising the units began separate trading on the 52nd day following the closing our initial
public offering. Once the shares of common stock, rights and warrants commence separate trading, holders will have the option to
continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into shares of common stock, rights and warrants.


 






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Common Stock 


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. 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 is divided into two classes, each of which will generally serve for a term of two 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 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.
All outstanding shares of our common stock are fully paid and non-assessable.


 


Because our amended and restated certificate
of incorporation authorizes the issuance of up to 35,000,000 shares of common stock, if we were to enter into a business combination,
we will likely (depending on the terms of such a business combination) be required to increase the number of shares of common stock
which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder
approval in connection with our business combination.


 


Under Section 211(b) of the DGCL, we are
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.


 






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We will provide our public 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 our 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 outstanding public shares, subject to the limitations described herein. The amount in our 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, directors and the underwriters have entered into letter agreements with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares, private placement shares and (except for the underwriters)
public shares in connection with the completion of our 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 business combination. However, the
participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described
in our registration statement on Form S-1 that we filed with the SEC on April 26, 2017), if any, could result in the approval of
our 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, non-votes will
have no effect on the approval of our 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 business combination.


 


If we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our 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 sold in our initial public offering (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 business combination.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our business combination by April 9, 2020 (or July 9, 2020 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, 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 our trust account, including interest (which interest shall be net of taxes payable
and less up to $50,000 of interest to pay liquidation 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
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 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,
officer, directors and the underwriters have entered into letter agreements with us, pursuant to which they have agreed to waive
their rights to liquidating distributions from our trust account with respect to their founder shares and private placement shares
if we fail to complete our business combination by April 9, 2020 (or July 9, 2020 if extended). However, if they acquire public
shares in or after our initial public offering, they will be entitled to liquidating distributions from our trust account with
respect to such public shares if we fail to complete our business combination within the prescribed time period.


 






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In the event of our liquidation, dissolution
or winding up after a 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 public 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 our 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.


 


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. No shares of preferred stock are being issued or registered.


 


Rights


 


Each holder of a right will receive one-tenth
(1/10) of one share of common stock upon consummation of our initial business combination, even if the holder of such right redeemed
all shares of common stock 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,
as the consideration related thereto has been included in the unit purchase price paid for by investors in our initial public offering.
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 common stock will
receive in the transaction on an as-converted into common stock 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.


 






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If we are unable to complete an initial
business combination within the required time period and we liquidate the funds held in our 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
our 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 shares of common
stock 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 shares of common stock should take no more than a matter of days. The foregoing exchange of rights is solely ministerial
in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights
upon consummation of our initial business combination. Other than confirming that the rights delivered by a registered holder are
valid, we will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, 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. Accordingly, the rights may expire worthless.


 


The shares issuable upon exchange of the
rights will be freely tradable (except to the extent held by affiliates of ours). We will not issue fractional shares upon exchange
of the rights. If, upon exchange of the rights, a holder would be entitled to receive a fractional interest in a share, we will,
upon exchange, either round up to the nearest whole number the number of shares to be issued to the right holder or otherwise comply
with Section 155 of the DGCL (which provides that Delaware companies shall either (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate
or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon
the surrender of such scrip or warrants aggregating a full share). 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 stockholders for their consideration of such initial business combination.


 


Warrants


 


Each warrant entitles the registered holder
to purchase one-half of one share of our common stock at a price of $5.75 per half share, subject to adjustment as discussed below,
at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days after the completion
of our initial business combination. If a warrant holder holds two warrants, such warrants will be exercisable for one share of
our common stock. Warrants must be exercised for whole shares. The warrants will expire five years after the completion of our
initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We will not be obligated to deliver any
shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective
and a prospectus t relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.
In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit.


 


We have agreed that as soon as practicable,
but in no event later than thirty (30) days, after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable
upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 90 days after the closing
of our initial business combination and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding
the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that
it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement or register or qualify the shares under blue sky laws, and in the event we do not so elect, we will use our best efforts
to register or qualify the shares under the blue sky laws of the state of residence in those states in which the warrants were
initially offered by us in our initial public offering.


 


Once the warrants become exercisable, we
may call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption
period”) to each warrant holder; and



 


		●	if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per
share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice
of redemption to the warrant holders.



 


If and when the warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not
exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or
qualification. We will use our best efforts to register or qualify the shares of common stock under the blue sky laws of the state
of residence in those states in which the warrants were initially offered by us in our initial public offering.


 






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We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the common stock
may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole shares) after the redemption
notice is issued.


 


If we call the warrants for redemption
as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to
do so on a “cashless basis.” If our management takes advantage of this option, all holders of warrants would pay the
exercise price by surrendering their 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” by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the common stock for the 10 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. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this
manner would reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.


 


If the number of outstanding shares of
common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or
other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common
stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common
stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price less than the
fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the number
of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for common stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights
offering is for securities convertible into or exercisable for common stock, in determining the price payable for common stock,
there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) fair market value means the volume weighted average price of common stock as reported during the ten (10)
trading day period ending on the trading day prior to the first date on which the shares of common stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 






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In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of common stock on account of such shares of common stock (or other shares of our capital stock into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of
common stock in connection with a proposed initial business combination, (d) as a result of the repurchase of shares of common
stock by us if the proposed initial business combination is presented to our stockholders for approval, or (e) in connection with
the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price
will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of common stock in respect of such event.


 


If the number of outstanding shares of
our common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such
decrease in outstanding shares of common stock.


 


Whenever the number of shares of common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be
the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y)
the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.


 


In case of any reclassification or reorganization
of the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares
of common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the
warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant
will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made
to and accepted by such holders (other than a tender, exchange or redemption offer made by us in connection with redemption rights
held by our stockholders as provided for in the our amended and restated certificate of incorporation or as a result of the repurchase
of shares of common stock by us if a proposed initial business combination is presented to the stockholders of the Company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group
of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act)
more than 50% of the outstanding shares of common stock, the holder of a warrant will be entitled to receive the highest amount
of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder
had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the common stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of common stock in such a transaction is payable in the form of
common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder
of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value
(as defined in the warrant agreement) of the warrant in order to determine and realize the option value component of the warrant.
This formula is to compensate the warrant holder for the loss of the option value portion of the warrant value due to the requirement
that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model
for estimating fair market value where no quoted market price for an instrument is available.


 






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The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which will be filed as an exhibit to our Annual Report on Form 10-K of which this exhibit is a
part, for a complete description of the terms and conditions applicable to the warrants. 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 the holders of at least 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants.


 


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
(or on a cashless basis, if applicable), 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 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.


 


Warrants may be exercised only for a whole
number of shares of common stock. 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 down to the nearest whole
number the number of shares of common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an
even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will
not be issued.


 






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Dividends


 


We have not paid any cash dividends on
our 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 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 stock dividends 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.


 


Our Transfer Agent, Rights Agent and
Warrant Agent


 


The transfer agent for our common stock,
rights agent for our rights and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent, rights agent and warrant agent, its
agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and
reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate
of Incorporation


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions that will apply to us until the completion of our initial business
combination. These provisions cannot be amended without the approval of the holders of at least 65% of our common stock and then
only if we allow all public stockholders the opportunity to redeem their pro-rata interest from our trust account. Our initial
stockholder, which beneficially owns 72.4% of our common stock as of March 30, 2020, will participate in any vote to amend our
amended and restated certificate of incorporation and will have the discretion to vote in any manner it chooses. Specifically,
our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if we are unable to complete our initial business combination by April 9, 2020, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in our trust account, including interest (which interest shall be net of taxes payable
and less up to $50,000 of interest to pay liquidation 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
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 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;



 






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		●	prior to our initial business combination, we may not issue additional shares of capital stock
that would entitle the holders thereof to (i) receive funds from our trust account or (ii) vote on any initial business combination;



 


		●	although we do not intend to enter into a business combination with a target business that is affiliated
with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such
a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
which is a member of FINRA or a qualified independent accounting firm that such a business combination is fair to our company from
a financial point of view;



 


		●	if a stockholder vote on our initial business combination is not required by law and we do not
decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule
13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial
business combination which contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


		●	if our securities are listed on NASDAQ, our initial business combination must occur with one or
more target businesses that together have an aggregate fair market value of at least 80% of our assets held in our trust account
(excluding the deferred underwriting commissions and taxes payable on the income earned on our trust account) at the time of the
agreement to enter into the initial business combination;



 


		●	if our stockholders approve an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business
combination by April 9, 2020, we will provide our public stockholders with the opportunity to redeem all or a portion of their
shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in our trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares; and



 


		●	we will not effectuate our initial business combination with another blank check company or a similar
company with nominal operations.



 


In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets upon consummation of our initial business combination to be less than $5,000,001.


 






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


 


We are subject to the provisions of Section
203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that made the stockholder an “interested
stockholder,” prior to the date of the transaction;



 


		●	after the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than
statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the business combination is approved by our board
of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds
of the outstanding voting stock not owned by the interested stockholder.



 


Our amended and restated certificate of
incorporation provides that our board of directors will be classified into two classes of directors. 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.


 


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 for certain lawsuits


 


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 other similar actions may be brought only in
the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such 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 Delaware law in the types of lawsuits to which it applies, the provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers, or other employees, which may have the effect of discouraging lawsuits against our directors and officers.


 






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Notwithstanding the
foregoing, in the event the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or
proceeding, the sole and exclusive forum for such action or proceeding will be another court in the State of Delaware, or if no
court in the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless
the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed
a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable
party named as a defendant therein. To the fullest extent permitted by law, the forum selection provision discussed above will
apply to derivative actions or proceedings brought on our behalf and arising under the Securities Act or the Exchange Act, although
our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. There is uncertainty
as to whether a court would enforce such provision in connection with any such derivative action or proceeding arising under the
Securities Act or the Exchange Act, and it is possible that a court could find the forum selection provision to be inapplicable
or unenforceable in such a case.


 


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 Chief Executive Officer or by our Chairman.


 


Listing of Securities


 


Our units have been approved for listing
on The NASDAQ Stock Market under the symbol “KBLMU”. The shares of our common stock, rights and warrants are listed
separately and as a unit on The NASDAQ Stock Market under the symbols “KBLM,” “KBLMR” and “KBLMW”.


 


 




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