SPECIMEN UNIT CERTIFICATE
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NUMBER U[ ]
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SEE REVERSE FOR CERTAIN DEFINITIONS
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TRAJECTORY ALPHA ACQUISITION CORP.
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND
ONE-HALF OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT
ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF
CLASS A COMMON STOCK
THIS CERTIFIES THAT [ ] is the owner of Units.
Each unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Class A Common Stock), of Trajectory Alpha Acquisition Corp., a Delaware corporation (the Corporation), and one-half (1/2) of one redeemable public warrant (each whole public warrant, a Public Warrant). Each whole Public Warrant entitles the holder to purchase one (1) share (subject to adjustment) of the Class A Common Stock for $11.50 per share (subject to adjustment). Only whole Public Warrants are exercisable. Each whole Public Warrant will become exercisable on the later of (i) thirty (30) days after the Corporations completion of a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (each, a Business Combination) and (ii) twelve (12) months from the closing of the Corporations 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 Corporation completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Class A Common Stock and Public Warrants comprising the Units represented by this certificate are not transferable separately prior to [ ], 2021, unless Guggenheim Securities, LLC elects to allow earlier separate trading, subject to the Corporations filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporations receipt of the gross proceeds of the Corporations initial public offering and issuing a press release announcing when separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The terms of the Public Warrants are governed by that certain public warrant agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the Public Warrant Agreement), by and between the Corporation and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, 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 Public Warrant Agreement are on file at the office of the Warrant Agent at One State Street, 30th Floor, New York, New York 10004, and are available to any holder of a Public Warrant on written request and without cost.