Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 02157P 200


 


ALTITUDE ACQUISITION CORP. III


 


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 Altitude
Acquisition Corp. III, a Delaware corporation (the “Company”), and one-third of one redeemable warrant
(the “Warrant”). Each whole Warrant entitles the holder to purchase one 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 during the period commencing on the date that is 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 terminating on the earlier to occur of (i) at 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
and (ii) the liquidation of the Company (the “Expiration Date”). The Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to, ____________, 2021, unless Cantor Fitzgerald
& Co. 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


 






     


     


    


 


Altitude Acquisition Corp. III


 


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	UNIF GIFT MIN ACT	—	_________Custodian ________
	 	 	 	 	    (Cust)                       (Minor)
	TEN ENT	—	as tenants by the entireties	 	 
	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 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.


 


 


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