Exhibit
4.1


 


	NUMBER

    U-__________
    
	 	UNITS


 


	 	SEE
    REVERSE FOR

    CERTAIN
    DEFINITIONS

    

     

    NEO
    TECHNOLOGY ACQUISITION CORPORATION
	 


CUSIP
64046W200


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND


ONE
RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT ______________________________________________________________________________________________


is
the owner of ________________________________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common Stock”),
of Neo Technology Acquisition Corporation, a Delaware company (the “Company”) and one right (“Right”)
to receive one-tenth (1/10) of one share of Class A common stock. The common stocks and Rights comprising the Units represented by this
certificate are not transferable separately prior to the ninetieth (52nd) day after the date of the prospectus relating to the Company’s
initial public offering, unless Maxim Group LLC (“Maxim”) determines that an earlier date is acceptable, but in no
event will the Common Stock and Rights 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 Maxim allows separate trading of the Common Stock and Rights prior to the
52nd day after the date of the prospectus relating to the Company’s initial public offering, the Company will issue a press release
and file a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.


 


The
terms of the Rights are governed by a rights agreement (the “Rights Agreement”), dated as of [●], 2021 between
the Company and Continental Stock Transfer & Trust Company, as the 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 Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, 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.


 


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


 


Neo
Technology Acquisition Corporation 


 


The
Company 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 stocks 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 shares of Common Stock 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 common stocks underlying the unit upon consummation of such business combination or in connection with certain
amendments to the Company’s Amended and Restated Certificate of Incorporation. In no other circumstances shall the holder have
any right or interest of any kind in or to the trust fund.