Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Pontem Corpea132576-s1a1_pontemcor.htm
EX-23.1 - CONSENT OF MARCUM LLP. - Pontem Corpea132576ex23-1_pontem.htm
EX-10.9 - FORM OF FORWARD PURCHASE AGREEMENT - Pontem Corpea132576ex10-9_pontem.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND PONTEM LLC - Pontem Corpea132576ex10-8_pontem.htm
EX-10.7 - AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT, DATED AS OF DECEMBER 27, - Pontem Corpea132576ex10-7_pontem.htm
EX-10.6 - PROMISSORY NOTE, DATED AS OF OCTOBER 16, 2020, ISSUED TO PONTEM LLC - Pontem Corpea132576ex10-6_pontem.htm
EX-10.5 - FORM OF INDEMNITY AGREEMENT - Pontem Corpea132576ex10-5_pontem.htm
EX-10.4 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Pontem Corpea132576ex10-4_pontem.htm
EX-10.3 - FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, PONT - Pontem Corpea132576ex10-3_pontem.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Pontem Corpea132576ex10-2_pontem.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, HSM-INVEST, PONTEM LLC AND EACH O - Pontem Corpea132576ex10-1_pontem.htm
EX-5.2 - OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT - Pontem Corpea132576ex5-2_pontem.htm
EX-5.1 - OPINION OF KIRKLAND & ELLIS LLP - Pontem Corpea132576ex5-1_pontem.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Pontem Corpea132576ex4-4_pontem.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Pontem Corpea132576ex4-3_pontem.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Pontem Corpea132576ex4-2_pontem.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Pontem Corpea132576ex3-2_pontem.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Pontem Corpea132576ex3-1_pontem.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Pontem Corpea132576ex1-1_pontem.htm

Exhibit 4.1

 

SPECIMEN UNIT CERTIFICATE

 

NUMBER UNITS U-

 

SEE REVERSE FOR
CERTAIN
DEFINITIONS
Pontem Corporation  

 

CUSIP G71707 114

 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND
ONE-THIRD OF ONE REDEEMABLE 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 Pontem Corporation, a Cayman Islands exempted company (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share 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, share purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”), and (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 “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to                    , 2021, unless Credit Suisse Securities (USA) LLC and Guggenheim Securities, LLC elect to allow earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the 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 and only warrant are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of January         , 2021, 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.

 

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

 

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 signatures of its duly authorized officers.

 

By:                                                 
  Chief Executive Officer   Chief Financial Officer

 

 

 

 

Pontem Corporation

 

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

_________________

(Cust)

Custodian

_________________

(Cust)

TEN ENT as tenants by the entireties    

 

under Uniform Gifts to Minors Act

_________________________________________________

(State)

JT TEN as joint tenants with right of survivorship and not as tenants in common          

 

Additional abbreviations may also be used though not in the above list

 

2

 

 

For value received,                                            hereby sells, assigns and transfers 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:

 

                                                

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 OR ANY SUCCESSOR RULES).

 

In each case, as more fully described in the Company’s final prospectus dated January         , 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 Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the 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 (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective 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.

 

 

3