Exhibit 4.1


 


NUMBER
OF UNITS


 


U-              


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
42589T 206


 


HENNESSY
CAPITAL INVESTMENT CORP. V



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 Hennessy Capital
Investment Corp. V, a Delaware corporation (the “Company”), and one-fourth (1/4) 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). 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”), 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 Citigroup Global Markets Inc. and Barclays Capital Inc. elect 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 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 its duly authorized officers. 


 


	 	 	 
	Chief
    Executive Officer	 	Chief
    Financial Officer


 




     


     


    

 


Hennessy
Capital Investment Corp. V


 


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.


 


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     , 2021, the holder(s)
of the Company’s Class A common stock 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 such later date if such period is extended
pursuant to the Company’s Certificate of Incorporation as in effect at such time), (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     , 2023 (or
such later date, if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such
time) or with respect to any other material provisions relating to stockholders’ rights of 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.