Exhibit 4.1


 


	
    NUMBER 

    ASPPU
	 	UNITS


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	ABRI SPAC 2, INC.	 


 


CUSIP 00086E 205


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
, ONE WARRANT

EACH WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AND, AND ONE RIGHT TO

 RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK UPON THE CONSUMMATION
OF AN

 INITIAL BUSINESS COMBINATION.


 


	THIS CERTIFIES THAT	 	 


 


	is the owner of	 	Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Abri SPAC 2, Inc., a Delaware
corporation (the “Company”), one warrant (the “Warrant(s)”), and one right to receive
one-tenth of one share of common stock upon the consummation of an initial business combination (“Rights”).
Each Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will
become exercisable on the later of (i) 30 days after the Company’s completion of a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination (“Business Combination”) and
(ii) twelve (12) months from the closing of the Company’s initial public offering (“IPO”), and will expire
unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination,
or earlier upon redemption (the “Expiration Date”). The Common Stock, Warrants and Rights comprising the Units
represented by this certificate are not transferable separately prior to the 90th day after the date of the prospectus relating to the
Company’s IPO, subject to earlier separation in the discretion of Chardan Capital Markets, LLC, provided that the Company has filed
with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading will begin. The terms of the Warrants
are governed by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2022, between the Company and Continental
Stock Transfer & Trust Company, LLC, as the 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 Continental Stock Transfer & Trust Company, LLC at 1 State Street, 30th Floor, New York, NY 10004-1561 and are available
to any Warrant Holder on written request and without cost. The terms of the Rights are governed by a rights agreement (the “Rights
Agreement”), dated as of [●], 2022, between the Company and Continental Stock Transfer & Trust Company, LLC, as the rights
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 Rights Agreement are on file at the office of Continental Stock Transfer & Trust Company,
LLC at 1 State Street, 30th Floor, New York, NY 10004-1561 and are available to any Rights Holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.


  


	By	 	 	 
	 	Chairman of the Board	 	Chief Executive Officer


 




     


     


    

 


ABRI SPAC 2, INC.


 


The Company will furnish without
charge to each stockholder 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	under Uniform Gifts to Minors	 	 
	 	 	and not as tenants in common	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 will 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) SHOULD 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).


 


The holder(s) of this certificate shall be entitled
to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in
the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period
of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer
in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.