Exhibit
4.1


 


	NUMBER

        PPHPU-________
	 	 	 	UNITS
	 	 	 	 	 
	SEE
    REVERSE FOR CERTAIN DEFINITIONS	 	PHP
    VENTURES ACQUISITION CORP.	 	 


 





CUSIP


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK,  ONE HALF OF ONE WARRANT AND ONE RIGHT 


 


THIS
CERTIFIES THAT ________________________________________________________________________


 


is
the owner of __________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one share of Class A common stock, with a par value $0.0001 per share (“Class A Common Stock”),
of PHP Ventures Acquisition Corp., a Delaware corporation (the “Company”), one-half of one redeemable warrant (“Warrant”)
and one right (the “Right”). Each redeemable Warrant entitles the holder thereof to purchase one share of Class A
Common Stock at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) 30 days after the Company’s
completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a “Business Combination”) or (ii) one year from the closing of the Company’s
initial public offering. Each Right entitles the holder to receive one-tenth (1/10) of one share of Class A common stock upon
consummation of the Business Combination. The shares of Class A Common Stock, Warrants and Rights comprising the Units represented by
this certificate are not transferable separately prior to the fifty-second (52nd) day after the date of the prospectus relating to the
Company’s initial public offering, unless Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”)
determines that an earlier date is acceptable, but in no event will the shares of Class A Common Stock, Warrants 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 the over-allotment option is exercised after the date of the prospectus, we will file an amendment to the Form
8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include
in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the underwriters has allowed separate trading
of the shares of Class A Common Stock,  Warrants and Rights prior to the 52nd day after the date of the prospectus.


 


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 Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor,
New York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


The
terms of the Rights are governed by a Rights Agreement, dated as of      2021, between the Company
and Continental Stock Transfer & Trust Company, as Right 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 Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, New York
10004, and are available to any Rights holder on written request and without cost.


 


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	 	 	 
		Chairman	 	Chief
    Financial Officer


 




    	 



    	 



    

 


PHP
Ventures Acquisition Corp.


 


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 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 - _____ 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(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 will 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 common stock 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 common stock underlying the unit upon consummation of such business combination or in connection
with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In no other circumstances shall
the holder have any right or interest of any kind in or to the trust fund.