Exhibit 4.1


 


	NUMBER

U-__________	 	UNITS
	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS	MARS ACQUISITION CORPORATION	 


 


CUSIP: G5870E 108


 


UNITS CONSISTING OF ONE ORDINARY SHARE AND

ONE RIGHT TO RECEIVE TWO-TENTH OF ONE ORDINARY SHARE


 


THIS CERTIFIES THAT                                   
                       
                                                                                                       
                      
           
                 
            is the owner of  
                  
                  
                                         
                            
                              
                                               
                            
              
                     Units.



 


Each Unit (“Unit”) consists of one
ordinary share, with a par value $0.000125 per share, of MARS ACQUISITION CORPORATION, a Cayman Islands company (the “Company”)
and one right (“Right”) to receive two-tenths (2/10) of an ordinary share. Every five Rights entitles the holder thereof to
receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares and Rights comprising
the Units represented by this certificate are not transferable separately prior to the 52nd business day after the date of the prospectus
relating to the Company’s initial public offering, unless Maxim Group LLC (“Maxim”) as the representative of the underwriters,
determines that an earlier date is acceptable, but in no event will the ordinary shares 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 the over-allotment
option is exercised after the date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide
updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment
thereto, or in a subsequent Form 8-K, information indicating if the underwriters has allowed separate trading of the ordinary shares
and Rights prior to the 52nd business day after the date of the prospectus.


 


The terms of the Rights are governed by a rights
agreement (the “Rights Agreement”), dated as of [●], 2022, between the Company and Continental Stock Transfer &
Trust 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. The Rights Agreement is on file at the office of Continental Stock Transfer &
Trust at 1 State Street, 30th Floor, New York, New York 10004, and copies 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


 






    


     


    

 


MARS ACQUISITION CORPORATION


 


The Company will furnish without
charge to each shareholder 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)
	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 ordinary shares 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 ordinary shares underlying the
unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated
Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the
trust fund.