Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


CUSIP                 


 


890 5TH AVENUE PARTNERS, INC.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND 


ONE-THIRD OF 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 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and one-third (1/3) of one redeemable
warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to
adjustment) of Class A Common Stock of the Company 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 an initial 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
Class A Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior
to               , 2021, unless Cowen and Company, LLC and
Craig-Hallum Capital Group, 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 its initial public 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                
, 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 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.


	 	 	 	 	 
	Secretary	 	 	 	Chief Executive Officer




  




890 5TH AVENUE PARTNERS, INC.


 



     


     


    




 


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                    
        

        (Cust)                                    (Minor)

	TEN ENT	 	— as tenants by the entireties	 	 	 	 
	 	 	 	 	 	 	Under Uniform Gifts to Minors
	JT TEN	 	— as joint tenants with right of survivorship 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 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).	 	 


 


In each case, as more fully described in the Company’s
final prospectus 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 its 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, (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 (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.