Exhibit 4.1


	 	 	 
	NUMBER	 	UNITS
	U-	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	CUSIP 00428R 203


 


ACAMAR PARTNERS ACQUISITION CORP. II


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-FOURTH 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 Acamar
Acquisition Corp. II., a Delaware corporation (the “Company”), and one-fourth (1/4) of one (1) redeemable
warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share 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”), 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 BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co.
LLC 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 American 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 6201 15th Ave, Brooklyn, NY 11219,
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






 






    


     


    

 


Acamar Partners Acquisition Corp. II


 


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 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 whatsoever.


 


	 	 	 
	
        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 (the “Last Date”) set forth 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 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, its or their 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.