Exhibit 4.1


 


	
    NUMBER

     

    PLTNU
	 	UNITS


 


PLUTONIAN ACQUISITION CORP.


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	 	CUSIP [*]


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK,
ONE REDEEMABLE WARRANT, AND

ONE RIGHT TO RECEIVE ONE-SIXTH (1/6) OF ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT _________________________________________________________________________
is the owner of _________________________________________________________________________ Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Plutonian Acquisition Corp.,
a Delaware corporation (the “Company”), one (1) redeemable warrant (the “Warrant(s)”),
and one (1) right to receive one-sixth (1/6) of one share of Common Stock (the “Right(s)”). Each Warrant entitles
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share (subject to adjustment), upon the later to occur
of (i) 30 days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”)
or (ii) 12 months from the closing of the Company’s initial public offering. Every six Rights entitles the holder thereof to receive
one share of Common Stock upon the consummation of the Business Combination. The Common Stock, Warrants and Rights comprising the Units
represented by this certificate are not transferable separately prior to the 90th day after the date of the prospectus relating to the
closing of the Company’s initial public offering (“IPO”), subject to earlier separation in the discretion
of EF Hutton, division of Benchmark Investments, LLC, provided that the Company has filed with the Securities and Exchange Commission
a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the
IPO and issued a press release announcing when separate trading will begin. The terms of the Warrants and Rights are governed by a warrant
agreement (the “Warrant Agreement”) and a rights agreement (the “Rights Agreement”),
respectively, each, dated as of [●], 2022, between the Company and Continental Stock Transfer & Trust Company as the warrant
agent and rights agent, respectively, 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. A copy of each of the Warrant Agreement and Rights Agreement is on file
at the office of Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, New York 10004 and is available
to the Warrant holder and Rights holder, respectively, on written request and without cost.


 


This certificate is not valid
unless countersigned by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile seal
of the Company and the facsimile signatures of its duly authorized officers.


 


 


	By	 	 	 
	 	Chairman of the Board	 	Chief Executive Officer


 






     


     


    

 


Plutonian Acquisition Corp.


 


The Company will furnish without
charge to each stockholder 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	 
	 	 	 	 	 	 	(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 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 do hereby irrevocably constitute and appoint


 


____________________________________________________________________________ Attorney to transfer
the said Units on the books of the within named Company will 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) SHOULD 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).	 


 


The holder(s) of this certificate shall be entitled
to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in
the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period
of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(the “Charter”) or (ii) if the holder seeks to redeem its shares upon consummation of, or sell its shares in
a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.