Exhibit
4.1


 


SPECIMEN
UNIT CERTIFICATE


[__________]
UNITS


U-[●]


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP:
30320F 205


 


FTAC
ZEUS ACQUISITION CORP.


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE FOURTH

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, $0.0001 par value per share (the “Common
Stock”), of FTAC Zeus Acquisition Corp., a Delaware corporation (the “Corporation”), and one
fourth of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder to purchase one
(1) share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty
(30) days after the Corporation’s consummation of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”), 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 consummates its initial Business Combination, or earlier upon redemption of
all outstanding shares of Common Stock included in the Units sold in the initial public offering by the Corporation of the Units
(the “IPO”) or liquidation of the Corporation (the “Expiration Date”). The
Warrant included in this Unit will not become exercisable and will expire worthless in the event the Corporation fails to consummate
a Business Combination within 18 months from the date of the completion of the Corporation’s IPO, or 21 months from the date of the
completion of the IPO if the Corporation has executed a letter of intent, agreement in principle or definitive agreement for its
initial business combination within 18 months from the date of completion of the IPO, but has not completed the Business Combination
within such 18-month period (excluding any overallotment exercise).


 


The
shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to the
52nd day following the date of the final prospectus relating to the IPO unless Citigroup Global Markets Inc., acting as representative
of the underwriters, elects to allow separate trading earlier, subject to the Corporation’s filing of a Current Report on Form
8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporation’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                      , 2021, between the Corporation 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 1 State
Street Plaza, 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 Corporation.


 


Witness
the facsimile signature of its duly authorized officers.


 


 


	 	 	 
	President	 	Secretary


 


Transfer
Agent:


 


	 	 	 
	Name:

    Title:	 	 


 






     


     


    

 


FTAC
ZEUS ACQUISITION CORP.


 


The
Corporation will furnish without charge to each stockholder 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 Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall
be held subject to the terms and conditions applicable to the securities underlying and comprising the Units, including, as applicable,
the Certificate of Incorporation and all amendments thereto, the Warrant Agreement and the resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder(s) of
this certificate by acceptance hereof assent(s).


 


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 Act
	JT TEN	—	as joint tenants with right of survivorship and not as tenants
in common	 		 	
	 	 	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, ________________ hereby sells, assigns and transfers unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY
    OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


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


 


_________________
Units represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________
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(s) to this assignment must correspond
    with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change
    whatever.



 






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	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).	 


 


As
more fully described in the Corporation’s final prospectus relating to the IPO dated
                     ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to
therein only in the event that (a) the Corporation redeems the shares of Common Stock sold in its initial public offering because it
does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Corporation and one or more businesses (a “Business Combination”) within 18
months from the date of the completion of the Corporation’s IPO, or 21 months from the date of the completion of the IPO if the
Corporation has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination
within 18 months from the date of completion of the IPO, but has not completed the Business Combination within such 18-month period
(excluding any overallotment exercise), or (b) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of
Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection with
(i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business
Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an
amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public
Shares if the Corporation does not complete an initial Business Combination within the 18 to 21 month timeframe. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 



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