Exhibit 4.1


 


	 	 	NUMBER
    UNITS U-
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	CUSIP G8857S 124


 


THUNDER
BRIDGE ACQUISITION II, LTD.


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF 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 II, Ltd., a Cayman Islands exempted company (the “Company”),
and one-half of one (1) warrant (the “Warrant”).  Each whole 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             ,
2019, unless Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co. elect 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               , 2019, 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 II, 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            ,
2019, 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             , 2021, (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              ,
2021, 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.