Exhibit
4.1


 


NUMBER
UNITS


U-


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
G89229 101


 


TMT
ACQUISITION CORP


 


UNITS
CONSISTING OF ONE ORDINARY SHARE AND ONE RIGHT


 


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”) and one (1) right (“Right”).
Each Right entitles the holder to receive two-tenths (2/10) of one Ordinary Share. The Ordinary Shares and Rights 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 Rights are governed by a Rights Agreement, dated as
of [   ], 2022, between the Company and Continental Stock Transfer & Trust Company, as 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 Rights Agreement are on file at the office of the Continental Stock Transfer & Trust Company
at 1 State Street 30th Floor, New York, NY 10004-1561, and are available to any 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	 
	 	 	 	 	 	(Cust)	 	(Minor)
	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	 	 	Act

    (State)



 


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.


 


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) 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 [       ],
2023, (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 [       ],
2023, 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.