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SEE REVERSE FOR CERTAIN DEFINITIONS
| ||ATLAS GROWTH ACQUISITION LIMITED || |
CUSIP G0739L 112
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT
Each Unit (Unit) consists of one Class A ordinary share (Ordinary Share), with a par value $0.0001 per share, of Atlas Growth Acquisition Limited, a Cayman Islands company (the Company), one-half of one redeemable warrant (Warrant). Each whole redeemable Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per full share (subject to adjustment). Each warrant will become exercisable 30 days after completion of an initial business combination, and will expire on the fifth anniversary of the completion of an initial business combination, or earlier upon redemption or liquidation. The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to the fifty-second (52nd) day after the date of the prospectus relating to the Companys initial public offering, unless Ladenburg Thalmann & Co. Inc. determines that an earlier date is acceptable, but in no event will the Ordinary Shares and Warrants 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 Warrants prior to the fifty-second (52nd) day after the date of the prospectus.
The terms of the Warrants are governed by a warrant agreement (the Warrant Agreement), dated as of , 2021 between the Company and Continental Stock Transfer & Trust Company, as the warrant 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. Copies of the Warrant Agreement is on file at the office of Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, and is available to any Warrant Holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
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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|By || || |
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| || ||Chairman || || || || || ||Chief Financial Officer|