Exhibit 4.1


 


	
    NUMBER

    U-____________

     
	 	UNITS
	SEE REVERSE FOR

CERTAIN

 DEFINITIONS	AQUARIUS II ACQUISITION CORP.	 


 


CUSIP: G0441M 119


 


UNITS CONSISTING OF ONE
ORDINARY SHARE, ONE WARRANT AND ONE RIGHT

 


THIS CERTIFIES THAT _______________________________________________________________


 


is the owner of ______________________________________________________________________Units.


 


Each Unit (“Unit”) consists of one ordinary share, with
a par value $0.0001 per share, of Aquarius II Acquisition Corp., a Cayman Islands company (the “Company”), and one redeemable
warrant (“Warrant(s)”) and one right (“Right(s)”). Each whole redeemable Warrant entitles the holder
thereof to purchase one ordinary share at a price of $11.50 per 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”) and (ii) 9 months
from the date that the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”).
Each right entitles the holder thereof to receive one-fifth (1/5) of one ordinary share upon consummation of a Business Combination. The
ordinary shares, Warrants and Rights comprising the Units represented by this certificate are not transferable separately prior to the
52nd day after the date of the prospectus relating to the Company’s initial public offering, unless EF Hutton, division of Benchmark
Investments, LLC (“EF Hutton”) as the representative of the underwriters, determines that an earlier date is acceptable, but
in no event will the ordinary shares and Warrants be traded separately until the Company files with 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 ordinary
shares, Warrant and Rights prior to the 52nd day after the date of the prospectus.

 


The terms of the Warrants are governed by a warrant agreement (the
“Warrant Agreement”), dated as of [____], 202_, and the terms of the Rights are governed by a rights agreement (the “Rights
Agreement”), dated as of [____], 202_, both between the Company and American Stock Transfer & Trust Company, LLC as the warrant
agent/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 Warrant Agreement and Rights Agreement are on file at the office of American
Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, New York, NY 11219, and are available to any Warrant Holder and
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


 






     


     


    

 


AQUARIUS II ACQUISITION CORP. 


 


The Company will furnish without
charge to each shareholder 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	                             under Uniform Gifts to Minors
	 	and not as tenants in common	                             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 ________________


 






    2


     


    

 


	 	 
	 	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 ordinary shares 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 ordinary shares underlying the
unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated
Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the
trust fund.


 


 


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