Exhibit
4.1 


  


	 	 	NUMBER
    UNITS U-
	SEE
    REVERSE FOR CERTAIN DEFINITIONS	 	CUSIP
    G8857R 118


 


THUNDER
BRIDGE ACQUISITION, LTD.


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE

WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE


 


	THIS
    CERTIFIES THAT	 	is
    the owner of	 	Units.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Shares”), of Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”),
and one (1) warrant (the “Warrant”).  Each Warrant entitles the holder to purchase one Ordinary
Share (subject to adjustment) for $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, share 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 Ordinary Shares and Warrants comprising the
Units represented by this certificate are not transferable separately prior to             ,
2018, unless Cantor Fitzgerald & Co. 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 its initial public 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 One State Street, 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.


 


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 its duly authorized officers.


 


	 	 	 
	Chief
    Executive Officer	 	Secretary


 



     


     


    

 


Thunder
Bridge Acquisition, Ltd.


 


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 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)

    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 does 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 ACT OF 1933, AS AMENDED).	 	 


 


In
each case, as more fully described in the Company’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 (i) the Company redeems the Class A
ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
by             , 2019, (ii) the Company redeems the Class A
ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended
and restated memorandum and articles of association to modify the substance and timing of the Company’s obligation to redeem
100% of the Class A ordinary shares if it does not consummate and initial business combination by              ,
2019, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares
in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder 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.