Exhibit 4.1


 


NUMBER
UNITS

U-[●]


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP: 090680 208


 


BIOTECH GROUP ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND 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 (“Class A Common Stock”), of Biotech
Group Acquisition Corporation, a Delaware corporation (the “Company”), and one redeemable warrant (each, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Class A Common Stock for $11.50 per share (subject
to adjustment). Each Warrant will become exercisable on the later of (i) 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 [ ], 2022,
unless US Tiger Securities, Inc. 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 [ ], 2022, 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, NY 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 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.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 




     


     


    

 


BIOTECH GROUP ACQUISITION CORPORATION


  


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


 




    2


     


    

 


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 RULE).	 


  


In each case, as more fully
described in the Company’s final prospectus dated [ ], 2022, 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 [ ], 2023 (or at a later date, if extended), (ii) the Company redeems
the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote (x) 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 [ ], 2023 or (y) with
respect to any other 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 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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