Specimen Unit Certificate
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP G89229 101
TMT ACQUISITION CORP
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT, AND ONE-HALF OF ONE
THIS CERTIFIES THAT is the owner of Units.
Each Unit (“Unit”) consists of one (1) ordinary share, par value $0.0001 per share (“Ordinary Share”), of TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), one (1) right (“Right”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share. Only whole Warrants are exercisable. Each whole Warrant entitles the holder to purchase one (1) Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares, Rights, and Warrants comprising the Units represented by this certificate are not transferable separately prior to [ ], unless Maxim Group LLC elects to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing of a press release announcing when separate trading will begin. The terms of the Warrants and Rights are governed by a Warrant Agreement and a Rights Agreement, each dated as of [ ], 2022, between the Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent and 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. Copies of the Warrant Agreement and the Rights Agreement are on file at the office of the American Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, New York 11219, and are available to any Warrant holder or Rights holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
|Secretary||Chief Executive Officer|
TMT Acquisition Corp
The Company will furnish without charge to each unitholder 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.
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|
|TEN ENT||—||as tenants by the entireties|
|Under Uniform Gifts to Minors|
|JT TEN||—||as joint tenants with right of survivorship and not as tenants in common|
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
|(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)|
________________________Units represented by the within Certificate, and do hereby irrevocably constitute and appoint
________________________Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
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.
THE SIGNATURE(S) MUST 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 (OR ANY SUCCESSOR RULE UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
In each case, as more fully described in the Company’s final prospectus dated [ ], 2022, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by [ ], 2022, (ii) the Company redeems Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Share if it does not consummate an initial business combination by [ ], 2022, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.