Exhibit 4.1


 


	SPECIMEN UNIT CERTIFICATE	NUMBER UNITS 
	 	U-
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP ________________



 


CENAQ Energy
Corp.

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK

AND ONE-HALF OF ONE 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 CENAQ
Energy Corp., a Delaware corporation (the “Company”), and one-half (1/2) 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). Each 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 Imperial
Capital, 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 offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are
governed by a Warrant Agreement, dated as of , 2020, 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 Continental Stock Transfer & Trust Company, 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 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.


 


	 	 	 
	[President]	 	[Secretary]


  



     


     


    

 





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

        (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.


 






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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   , 2020, 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 Class A common stock sold in its initial public offering and liquidates
because it does not consummate an initial business combination by   , 2022, (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    , 2022, 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.


 


 


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