EX-4.6 5 ex4-6.htm EX-4.6

 

Exhibit 4.6

 

SPECIMEN RIGHTS CERTIFICATE

 

NUMBER RIGHTS
[●]  

 

SMART KREATE GROUP LIMITED

 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

 

CUSIP [●] SEE REVERSE FOR
  CERTAIN DEFINITIONS

 

THIS CERTIFIES THAT, for value received ______________________________________________ is the registered holder(s) of a right or rights (each, a “Right”) to automatically receive one Class A ordinary share, par value US$0.0001 per share (“Class A Ordinary Shares”), of SMART KREATE GROUP LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), for each Right evidenced by this Rights Certificate on the completion of the Business Combination (as defined below) upon surrender of this Rights Certificate pursuant to the Rights Agreement, dated as of October 5, 2023, originally between Quetta Acquisition Corporation, a Delaware corporation (“Quetta”), and Continental Stock Transfer & Trust Company, as Rights Agent, as assigned to and assumed by the Company and amended pursuant to the Assignment, Assumption and Amendment Agreement, dated as of March 6, 2026, among Quetta, the Company and the Rights Agent, with effect on and from the Initial Closing (as so assigned, assumed and amended, the “Rights Agreement”). “Business Combination” means the transactions contemplated by the Business Combination Agreement, dated as of March 6, 2026, among the Company, Quetta, SKG Merger Sub 1 Limited, SKG Merger Sub 2 Limited and Smart Kreate Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands. In no event will the Company be required to net cash settle any Right.

 

Upon due presentment for registration of transfer of the Rights Certificate at the office or agency of the Rights Agent, a new Rights Certificate or Rights Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Rights Certificate, without charge except for any applicable tax or other governmental charge.

 

The Company shall not issue fractional Class A Ordinary Shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).

 

The Company and the Rights Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Rights Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder(s), and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.

 

This Right does not entitle the registered holder(s) to any of the rights of a shareholder of the Company.

 

Dated: [●]

 

 
CHIEF EXECUTIVE OFFICER   SECRETARY

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,  
as Rights Agent  
     
By:                     
Name:    
Title:    

 

 

 

 

SMART KREATE GROUP LIMITED

 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the memorandum and articles of association of the Company and all amendments thereto and resolutions of the board of directors of the Company providing for the issue of Class A Ordinary Shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM — as tenants in common   UNIF GIFT MIN ACT — _______ Custodian _______
    (Cust)                        (Minor)
TEN ENT — as tenants by the entireties    
    under Uniform Gifts to Minors Act
JT TEN — as joint tenants with right of    
 survivorship and not as   _________________
 tenants in common   (State)

 

Additional Abbreviations may also be used though not in the above list.

 

For value received, ______________________________ hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

________________________________________

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

______________________________________________________________________________

 

______________________________________________________________________________

 

______________________________________________________________________________

 

____________ rights represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint ______________________________ Attorney to transfer said rights on the books of the within named Company with full power of substitution in the premises.

 

Dated: ______________________________

 

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed: ______________________________

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).