Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [_]


 


NUBIA BRAND INTERNATIONAL CORP.


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT        is
the owner of         Units.


 


Each Unit (“Unit”)
consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Nubia Brand
International Corp., a Delaware corporation (the “Company”), and of one-half of one redeemable warrant (each
whole warrant, a “Warrant”). 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 on the later of
(i) 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”),
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 “Expiration Date”).  The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to        ,
2021, unless EF Hutton, division of Benchmark Investments, LLC elects to allow earlier separate trading, 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. The terms of the Warrants are governed by a Warrant Agreement, dated as of         ,
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 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.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent




 






     


     


    

 


NUBIA BRAND INTERNATIONAL 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 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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	 
	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


 






    2


     


    

 


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 RULE).	 	 


 


In each case, as
more fully described in the Company’s final prospectus 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 its
initial public offering and liquidates because it does not consummate an initial business combination by   , 2022, (ii) the
Company redeems the shares of common stock sold in its initial public offering 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 if it does not consummate an initial business combination by               ,
2022, 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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