Exhibit 4.1


 


NUMBERSHARES


 


C-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP _______


 


PARDES BIOSCIENCES, INC.

COMMON STOCK


 


THIS CERTIFIES THAT _______________________ is
the owner of _______________________ fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common
Stock”), of Pardes Biosciences, Inc., a Delaware corporation (the “Company”), transferable on
the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile signature of a duly authorized signatory of
the Company.


 


		 	
	Authorized Signatory	 	Transfer Agent



 






     


     


    

 


PARDES BIOSCIENCES, INC.


 


The Company will furnish without charge to each
stockholder 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. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
Second Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 


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	
    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.


 


For value received, ___________ hereby sells,
assigns and transfers unto___________________


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


___________ shares of Common Stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints ___________ Attorney to transfer the said shares of Common
Stock on the books of the within named Company with full power of substitution in the premises.


 


Dated ___________


 


	 	 
	 	Notice: The signature(s) 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).