Exhibit
4.1


 


NUMBER
UNITS


U-


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
35166L 208


 


FOXWAYNE
ENTERPRISES ACQUISITION CORP.


 


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 (“Common
Stock”), of FoxWayne Enterprises Acquisition Corp, 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 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                                , 2021, unless Kingswood
Capital Markets, a division of Benchmark Investments 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                            , 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, 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


 




    	 	 	 



     


    

 





FOXWAYNE
ENTERPRISES ACQUISITION CORP.


 


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 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                     ,
202 (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               ,
202 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.