Exhibit 4.1


 


	NUMBER	UNITS
	U	 



SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 46064Q 207


 


INTERPRIVATE II 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 share of Class A common stock, par value $0.0001 per share (“Common Stock”), of InterPrivate
II Acquisition Corp., 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 II 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 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


TEN ENT 

— 


as tenants by the entireties


JT TEN 

— 


as joint tenants with right of survivorship and not as
        tenants in common
	UNIF GIFT MIN ACT	
        Custodian


(Cust)


(Minor)

        
 

        under Uniform Gifts to Minors Act

         


 

        (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.