Exhibit 4.1


 


	NUMBER	UNITS


 


U


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP _____


 


TWELVE SEAS INVESTMENT COMPANY IV TMT


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND THREE-FOURTHS OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT _______ is the owner of
Units.


 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Twelve Seas Investment Company
IV TMT, a Delaware corporation (the “Company”), and three-fourths of one redeemable warrant (the “Warrant”).
Only whole Warrants are exercisable. Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common
Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable 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 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 Mizuho Securities USA LLC 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 ______, 2021 (the “Warrant Agreement”),
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


 




     


     


    

 


Twelve Seas Investment Company IV TMT


 


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 stock 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
	 	 	 	__________

(Cust)	___________

(Minor)
	TEN ENT	__ as tenants by the entireties	 	 
	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:


 




    2


     


    

 


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, and subject to the terms
and conditions described in, the Company’s final prospectus for its initial public offering dated _____, 2021, 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 in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (such date
being referred to herein as the “Last Date”), (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 Company’s Amended and Restated Certificate
of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock sold in its initial
public offering if it does not consummate an initial business combination by the Last Date or with respect to any other 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.


 


 


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