Exhibit 4.1


 





	 	NUMBER OF UNITS

                                                

                                               U-




 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 001040 203


 


AF ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

ONE-THIRD 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 AF Acquisition Corp.,
a Delaware corporation (the “Company”), and one-third (1/3) of one 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, 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
Cowen and Company, 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. No fractional Warrants will be issued upon separation of the Units. 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 1 State Street, 30th Floor, 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 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.


 


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


AF 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	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 		 	
	 	 	 	 	 	 	under
    Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship
    and not as tenants in common	 	 	
	 	 	 	 	(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).


 


In each case, as more fully described in the Company’s
final prospectus dated         , 2021, the holder(s) of the Company’s Class A 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 Class A 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 Class A 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 Class A 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 with respect to any other material provisions relating to stockholders’ rights
of pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares
of Class A 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.