Exhibit 4.1


  


NUMBER OF UNITS


U-              


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [__________]


 


ALTC ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND

ONE-SIXTH 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 AltC Acquisition
Corp., a Delaware corporation (the “Company”), and one-sixth (1/6) 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. 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 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 One State Street, 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.


 


	 	 	 
	Secretary	 	Chief Executive Officer


 



    


     


    

 





AltC 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).


 






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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.


 






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