Exhibit 4.8


 


DESCRIPTION OF SECURITIES


 


General


 


As of December 6, 2022 Arisz Acquisition Corp. had 8,901,389
shares of common stock, par value $0.0001 per share, issued and outstanding. We have four classes of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our common stock; (3) our rights
and (4) our warrants.


 


The following description of our units, common
stock, rights and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference
to our Second Amended and Restated Certificate of Incorporation, which is incorporated by reference as an exhibit to the Annual Report
on Form 10-K of which this Exhibit 4.8 is a part.


 


Terms not otherwise defined herein shall have
the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.8 is a part.


 


Units


 


Each unit has an offering price of $10.00 and
consists of one share of common stock, one right and one redeemable warrant. Each right entitles the holder thereof to receive one-twentieth (1/20)
of a share of common stock upon consummation of our initial business combination. We will not issue fractional shares in connection with
an exchange of rights. As a result, you must hold rights in multiples of 20 in order to receive shares for all of your rights upon closing
of a business combination. Each redeemable warrant entitles the registered holder to purchase three-fourths (3/4) of one share of
common stock at a price of $11.50 per full share, subject to adjustment as described in this prospectus, and shall expire five years
after the completion of an initial business combination, or earlier upon redemption. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of shares. This means that only warrants in multiples of four may be exercised at any
given time by a warrant holder. For example, if a warrant holder holds one warrant to purchase three-fourths (3/4) of one share,
such warrant shall not be exercisable. If a warrant holder holds four warrants, such warrants will be exercisable for one share. Fractional
shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware
law.


 


The common stock, rights and warrants comprising
the units were eligible for separate trading on December 09, 2021. Holders have the option to continue to hold units or separate their
units into the component pieces. 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.


 


Private Units


 


The private units are identical to the units sold
in this offering except that (a) the private units and their component securities will not be transferable, assignable or salable
until after the completion of our initial business combination except to permitted transferees, and (b) the private warrants, so
long as they are held by our sponsor or its permitted transferees, will be entitled to registration rights, and (iv) with respect to the
private units held by the Representative, for so long as they are held by the underwriters, will not be exercisable more than five years
from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A).


 


Common Stock


 


Holders of record of our common stock 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 insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them
immediately prior to this offering, including both the insider shares and the private shares, and any shares acquired in this offering
or following this offering in the open market, in favor of the proposed business combination.


 






     


     


    

 


We will consummate our initial business combination
only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001
and, assuming a quorum is present at the meeting, the affirmative vote of a majority of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the meeting 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 certificate of incorporation,
if we do not consummate our initial business combination within 12 months (or up to 18 months if our time to complete a business
combination is extended as described herein) from the closing of this offering, 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, redeem 100% of the outstanding
public shares for a pro rata portion of the funds held in the trust account, 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 the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distribution
with respect to their insider shares and private shares.


 


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 shares to us in any tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination is completed.
If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination
activity (including the substance or timing within which we have to complete a business combination), we will provide our public stockholders
with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection
with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly
following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business
combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts


 


Preferred Stock


 


There are no shares of preferred stock outstanding.
No shares of preferred stock are being issued or registered in this offering. Our 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 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 our initial business combination. We may issue some or all of the preferred stock to effect our initial 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 reserve the right to do so in the future.


 


Rights included as part of Units


 


Except in cases where we are not the surviving
company in a business combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock
upon consummation of our initial business combination, even if the holder of a public right converted all shares of common stock held
by him, her or it in connection with the initial business combination or an amendment to our certificate of incorporation with respect
to our pre-business combination activities. In the event we will not be the surviving company upon completion of our initial business
combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20)
of a share underlying each right upon consummation of the business combination. No additional consideration will be required to be paid
by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business combination.
The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours). 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.


 






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The rights were issued in registered form under
a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement provides
that the terms of the rights 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 rights in order to make any
change that adversely affects the interests of the registered holders.


 


We will not issue fractional shares in connection
with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of Delaware law. As a result, you must hold rights in multiples of 20 in order to receive shares for all
of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required
time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to
their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and
the rights will expire worthless. Further, 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.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the rights agreement, including under the Securities
Act, 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. See “Risk Factors — Each of our rights agreement and warrant agreement will designate
the courts of the State of New York or the United States District Court for the Southern District of New York as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights and holders of our warrants,
which could limit the ability of rights holders and warrant holders to obtain a favorable judicial forum for disputes with our company.”
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. We note, however, that there is uncertainty
as to whether a court would enforce these provisions 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.


 


Warrants


 


There are 6,900,000 warrants are currently outstanding.
Each whole warrant entitles the registered holder to purchase three-fourths of a share of common stock at a price of $11.50 per full
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 this prospectus. However, except as set forth below, 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. Notwithstanding the foregoing, if a registration statement covering the shares of common
stock 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 after the completion
of an initial business combination at 5:00 p.m., Eastern time, or earlier upon redemption or liquidation.


 






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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 $9.50 per share (with such issue price or effective issue price to be determined
in good faith by our board of directors), (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, and (z) the volume weighted
average trading price of our shares of common stock during the 20 trading day period starting on the trading day prior to the day
on which we consummate our initial business combination (such price, the “Market Price”) is below $9.50 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption
trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the Market Price.


 


The private warrants are identical to the public
warrants underlying the units in the IPO, except that such private warrants will be subject to transfer restrictions and entitled to registration
rights.


 


We may call the warrants for redemption (excluding
the private warrants), in whole and not in part, at a price of $0.01 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 shares
of common stock equals or exceeds $16.50 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 (the “Force-Call Provision”), and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading
period 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 that 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 whole 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” shall mean the volume weighted average trading price of our common stock 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 shares of common stock at the time the warrants are called for redemption, our cash needs at such
time and concerns regarding dilutive share issuances.


 


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


 






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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.


 


Except as described above, no warrants will be
exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a
prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock 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 shares of common stock 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 shares of common stock 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 shares of common stock issuable upon the exercise of the warrants is not current or if the
shares of common stock 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 9.99% of the shares of common stock 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
shares of common stock 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 share capitalizations payable in shares of common stock, or by a split up of the shares of common stock or other similar
event), we will, upon exercise, round up or down 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, including under the Securities
Act, 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. See “Risk Factors — Each of our rights agreement and warrant agreement will designate
the courts of the State of New York or the United States District Court for the Southern District of New York as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights and holders of our warrants,
which could limit the ability of rights holders and warrant holders to obtain a favorable judicial forum for disputes with our company.”
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. We note, however, that there is uncertainty
as to whether a court would enforce these provisions 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.


 


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, except if we increase the size of the offering pursuant to Rule 462(b) under
the Securities Act, in which case we will effect a stock dividend immediately prior to the consummation of the offering in such amount
as to maintain the number of insider shares at 20.0% of our issued and outstanding shares of our common stock upon the consummation of
this offering (assuming our insiders do not purchase units in this offering). Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






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