Exhibit 4.1


 


	NUMBER	UNITS
	U	 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 46064R 205


 


INTERPRIVATE III FINANCIAL PARTNERS
INC.


 


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 share of Class A common stock, par value $0.0001 per share (“Common Stock”), of InterPrivate
III Financial Partners Inc., a Delaware corporation (the “Company”), and one-fifth of one redeemable
warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock
for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable 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”), 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 Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to                        ,
2021, unless Morgan Stanley & Co. LLC and EarlyBirdCapital, Inc. elect to allow separate trading earlier, 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 a duly
authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 




     


    




    


 


InterPrivate III Financial Partners
Inc.


 


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 equity 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	 	under Uniform Gifts to Minors Act
	survivorship and not as tenants in common	 	 
	 	 	(State)


 


Additional abbreviations may also be
used though not in the above list.


 


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 does 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 


 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering dated                        ,
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 the Company’s initial public offering and liquidates because it does not consummate an initial business
combination by the date set forth (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold
in its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Corporation’s initial business combination
or to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, 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.