Exhibit 4.1


 


NUMBER OF UNITS


U-           


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [_________]


 


ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND

ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF

CLASS A COMMON STOCK


 


THIS CERTIFIES THAT is the owner of Units.


 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Acropolis Infrastructure
Acquisition Corp., a Delaware corporation (the “Company”), and one-third (1/3) 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). Only whole Warrants are exercisable. Each whole Warrant will become exercisable
on the later of (i) thirty (30) days after the Company’s completion of a merger, consolidation, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (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 [CS][Representative]
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. No fractional Warrants will be issued
upon separation of the Units and only whole Warrants will trade. 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, 30th Floor, New York,
New York 10014, and are available to any Warrant holder on written request and without cost.


 


Upon the consummation of the Company’s initial
Business Combination, the Units represented by this certificate will automatically separate into the shares of Common Stocks and Warrants
comprising such Units.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the 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.


 


	Secretary	 	 	Chief Executive Officer



 



    


     


    




ACROPOLIS INFRASTRUCTURE 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 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


 


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).	 



 



    2


     


    




In each case, as more fully described in the Company’s final
prospectus dated [_], 2021, the holder(s) of the Company’s Common Stock 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 [_], 2023 (or such later date if such period is extended pursuant to the Company’s Certificate
of Incorporation as in effect at such time), (ii) the Company redeems the shares of Common Stock in connection with an initial business
combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption
rights in connection therewith), (iii) the Company redeems the shares of Common Stock sold in its initial public offering in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation that would affect
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[_], 2023 (or such later date, if such period is extended pursuant to the Company’s Certificate of Incorporation
as in effect at such time); or (iv) 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.


 



    3