Exhibit 4.1


 


	NUMBER U-	UNITS


CUSIP


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


EQ HEALTH ACQUISITION
CORP.


 


UNITS CONSISTING
OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-

HALF OF ONE 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 EQ Health
Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (“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).  Each 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 Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately
prior to           , 2021, unless the representatives of the underwriters 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 the
Company’s 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
signatures of the duly authorized officers of the Company.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


EQ Health 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 sells, assigns and transfers 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 does 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 the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Class A common stock sold in the Company’s 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 (a) 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 (b) with respect to any other provision 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.