Exhibit 4.1


 


NUMBER UNITS


U-[●]


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP 88105F204


 


TERRAPIN 4 ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE WARRANT 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 Terrapin
4 Acquisition Corporation, a Delaware corporation (the “Company”), and one (1) warrant (the “Warrant”).
Each Warrant entitles the holder to purchase one (1) share of Class A Common Stock for a price of $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”), or (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 Class A Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to ____________, 2018, unless Nomura Securities International, Inc. elects
to allow separate trading earlier, 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 a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement,
dated as of ____________, 2018, between the Company and Continental Stock Transfer & Trust Company, as 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 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 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 signature of its
duly authorized officers.


 


	 	 	 	 	 
	Secretary	 	 	 	Chief Executive Officer


 






     


     


    












 


TERRAPIN 4 ACQUISITION CORPORATION


 


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 stock 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	 	 	 	(Cust)
	 	 	 	 	 	 	(Minor)
	 	 	 	 	 	 	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 Corporation 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).	 	 


 


In each case, as more fully described in the Corporation’s
final prospectus dated __________, 2018, 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 its initial public offering only in the event that the Corporation
redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an
initial business combination by __________, 2020, (ii) the Corporation redeems the shares of Class A common stock sold in its initial
public offering in connection with a stockholder vote to approve an amendment to any provision of the Corporation’s amended
and restated certificate of incorporation relating to stockholders’ rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with
a tender offer (or proxy solicitation, solely in the event the Corporation seeks stockholder 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.