Exhibit 4.1


 


	NUMBER	UNITS





U-


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
 ̈


 


FG MERGER CORP.


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
AND THREE-QUARTERS OF ONE REDEEMABLE

WARRANT,

EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT is the owner of Units.


 


Each Unit
(“Unit”) consists of one share of common stock, par value $0.0001 per share (“Common
Stock”), of FG Merger Corp., a Delaware corporation (the “Company”), and three-quarters of one
redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common
Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole 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”), and (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 Common Stock and Warrants comprising the Units represented by this certificate are
not transferable separately prior to [_], 2022, unless ThinkEquity, a division of Fordham Financial Management, 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
Company’s initial public offering and issuing a press release announcing when separate trading will begin. No fractional
Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of
[_], 2022, 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 1 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 registered by the 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 a duly authorized
signatory of the Company.


 


	Authorized Signatory	 	Transfer Agent and Registrar


 


FG Merger 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 equity 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 and not as tenants in common	 	 	 	 	 	under Uniform Gifts to Minors 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 


 


As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering 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 shares of Common Stock sold in
the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date
set forth (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended
from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions 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 Common Stock in connection with a tender offer
(or proxy solicitation, solely in the event the Company 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.