EX-4.1 9 tmb-20241231xex4d1.htm EX-4.1

Exhibit 4.1

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NUMBER U-__________ |  | UNITS
SEE REVERSE FOR CERTAIN DEFINITIONS | MARS ACQUISITION CORPORATION |

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CUSIP: G5870E 108

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UNITS CONSISTING OF ONE ORDINARY SHARE AND

ONE RIGHT TO RECEIVE TWO-TENTH OF ONE ORDINARY SHARE

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THIS CERTIFIES THAT is the owner of Units.

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Each Unit (“Unit”) consists of one ordinary share, with a par value $0.000125 per share, of MARS ACQUISITION CORPORATION, a Cayman Islands company (the “Company”) and one right (“Right”) to receive two-tenths (2/10) of an ordinary share. Every five Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares and Rights comprising the Units represented by this certificate are not transferable separately prior to the 52nd business day after the date of the prospectus relating to the Company’s initial public offering, unless Maxim Group LLC (“Maxim”) as the representative of the underwriters, determines that an earlier date is acceptable, but in no event will the ordinary shares and Rights be traded separately until the Company files with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds from its initial public offering including the proceeds received by the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised. If the over-allotment option is exercised after the date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the underwriters has allowed separate trading of the ordinary shares and Rights prior to the 52nd business day after the date of the prospectus.

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The terms of the Rights are governed by a rights agreement (the “Rights Agreement”), dated as of [•], 2022, between the Company and Continental Stock Transfer & Trust as the rights agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. The Rights Agreement is on file at the office of Continental Stock Transfer & Trust at 1 State Street, 30th Floor, New York, New York 10004, and copies are available to any Rights holder on written request and without cost.

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This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

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Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

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This Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

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[Seal]

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By |  |  |
| Chairman |  | Chief Financial Officer

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MARS ACQUISITION CORPORATION

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The Company will furnish without charge to each shareholder who so requests, a statement of 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.

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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:

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

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

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

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PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S)

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

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Units represented by the within Certificate, and do hereby irrevocably constitute and appoint

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Attorney to transfer the said Units on the books of the within named Company will full power of substitution in the premises.

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Dated

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| 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.

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Signature(s) Guaranteed:

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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). |

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The holder of this certificate shall be entitled to receive funds with respect to the underlying ordinary shares from the trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert his or her respective ordinary shares underlying the unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.