Exhibit 4.1

 

NUMBER

U-_______________

SEE REVERSE FOR

 

CERTAIN DEFINITIONS

 

THUNDERSTONE ACQUISITION CORP

 

CUSIP G8858C 128

 

UNITS CONSISTING OF ONE ORDINARY SHARE AND

 

ONE RIGHT TO RECEIVE ONE-EIGHTTH OF ONE ORDINARY SHARE

 

THIS CERTIFIES THAT ________________________________________________________________________ is the owner of ____________________________________________________________________________Units.

 

Each Unit (each, a “Unit”) consists of one ordinary share, par value $0.0001 per share (each, an “Ordinary Share”), of Thunderstone Acquisition Corp, a Cayman Islands exempted company (the “Company”) and one right (each, a “Right”) to receive one-eighth (1/8) of one Ordinary Share upon consummation of our initial business combination (the “Business Combination”). The Ordinary Shares and Rights comprising the Units represented by this certificate are not transferable separately prior to the fifty second (52nd) day after the effective date of the registration statement on Form S-1 relating to the Company’s initial public offering, unless D. Boral Capital LLC (“D. Boral”) 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 D. Boral allows separate trading of the Ordinary Shares and Rights prior to the 52nd day after the effective date of the registration statement on Form S-1 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 [●], between the Company and Odyssey Transfer and 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 Odyssey Transfer and Trust Company at [●], and are available to any Rights holder on written request and without cost, respectively.

 

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Ordinary Shares and Rights comprising such Units.

 

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:  
  Chief Executive Officer   Chief Financial Officer

 

 

 

Thunderstone Acquisition Corp

 

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 equity 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 Act
    and not as tenants in common   ________________
        (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 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) 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 second 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.