Exhibit 4.1


 


	NUMBER

U-__________	 	UNITS
	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS	MARS ACQUISITION CORPORATION	 


 


CUSIP: G5870E 108


 


UNITS CONSISTING OF ONE ORDINARY
SHARE, ONE-HALF WARRANT AND

ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE


 


	THIS CERTIFIES THAT	 	 


 


	is the owner of	 	Units.


 


Each Unit (“Unit”) consists of one
ordinary share, with a par value $0.0001 per share, of MARS ACQUISITION CORPORATION, a Cayman Islands company (the “Company”),
one-half of one redeemable warrant (“Warrant”), and one right (“Right”) to receive one-tenth (1/10) of an ordinary
share. Each whole redeemable Warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per full share (subject
to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”)
or (ii) 12 months from the date that the registration statement is declared effective by the Securities and Exchange Commission (or up
to 18 months from the date that the registration statement is declared effective if we extend the period of time to consummate a business
combination). Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial
Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the 52nd business day after the date of the prospectus relating to the Company’s initial public offering, unless
Maxim Group LLC (“Maxim”) as the representative of the underwriters, determines that an earlier date is acceptable, but in
no event will the ordinary shares, Rights 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, Rights and Warrant prior to the 52nd business day after the date of the prospectus.


 


The terms of the Warrants and Rights are governed
by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2022, and a rights agreement (the “Rights Agreement”),
dated as of [●], 2022, respectively, both between the Company and Continental Stock Transfer & Trust as the 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 Rights Agreement and Warrant Agreement are on file at the office of Continental Stock
Transfer & Trust at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder or Rights holder,
respectively, 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.


 


[Seal]


 


	By 	 	 	 
	 	 	 	 
	 	Chairman	 	Chief Financial Officer


 






     


     


    

 


MARS ACQUISITION CORPORATION


 


The Company will furnish without
charge to each shareholder 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	                 (Cust)	(Minor)
	JT TEN –	as joint tenants with right of survivorship	under Uniform Gifts to Minors
	 	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(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE(S)


 


	
     

     
	 


 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	 
	 


 


	 	 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 will 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) SHOULD 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).	 


 


The holder of this certificate shall be entitled
to receive funds with respect to the underlying ordinary shares from the trust fund only in the event of the Company’s liquidation
upon failure to consummate a business combination or if the holder seeks to convert his or her respective ordinary shares underlying the
unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated
Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the
trust fund.