Exhibit 4.1


 


	NUMBER	UNITS




U


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP              


 


AMCI ACQUISITION CORP. II


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-THIRD 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 share of Class A common stock, par value $0.0001 per share (“Common Stock”), of
AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and one-third of one redeemable warrant
(the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50
per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable 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”) 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 Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to              , 2021,
unless Evercore Group L.L.C. elects 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 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 a duly
authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent




 






     


     


    

 


AMCI Acquisition Corp. II


 


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 equity 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
 TEN ENT    —  as tenants by the entireties

    JT TEN       —   as joint tenants with right of survivorship and not
    as tenants in common	UNIF GIFT MIN ACT	
                                     Custodian                            

        (Cust)                                              (Minor)

         

        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
DENTIFYING 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 




 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering 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 Common Stock sold in the Company’s
initial public offering and liquidates because it does not consummate an initial business combination by the date set forth (the
 “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with
respect to any other material 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 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.