EX-4.1





 Exhibit 4.1 

SPECIMEN UNIT CERTIFICATE 

NUMBER UNITS U- 
  

			
	 SEE REVERSE FOR
 CERTAIN

DEFINITIONS
	  	M3-Brigade Acquisition II Corp.

 CUSIP 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT
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 M3-Brigade Acquisition II Corp., a Delaware corporation (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per stock (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of
a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”), and (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 Cantor Fitzgerald & Co. elects to allow earlier separate trading, subject to the Company’s filing with the
Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the 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 warrant are exerciseable. 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. 
 Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Common Stock and Warrants comprising such Units. 

This certificate is not valid unless countersigned by the Transfer Agent and 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 signatures of its duly authorized officers. 

									
					
	 By
  
	 	 	 		 		 	 
		 	 Chief Executive Officer
	 		 		 	 Chief Financial Officer














 M3-Brigade Acquisition II 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 stocks 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

 

		  		  		 		 		  	  

	 	  	 	  	 	 	 	 	 	  	 	  	 (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. 

  
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 For value received,
                 hereby sells, assigns and transfers 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 RULES).	  	

 In each case, as more fully described in the Company’s final prospectus dated February 16, 2021, the
holder(s) of this certificate 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 within the period of time set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to amend
the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have their stock redeemed in
connection with the Company’s initial Business Combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other
provision relating to the rights of holders of the Common Stock, or (iii) 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. 

  
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