Exhibit
4.1


 





	NUMBER	 	UNITS
	PROQ-________	 	 
	SEE REVERSE FOR

      CERTAIN DEFINITIONS
	PROTONIQ Acquisition Corp	 



 


 


CUSIP
G31490 116


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE HALF OF ONE WARRANT, AND ONE RIGHT TO ACQUIRE ONE TENTH OF ONE CLASS A ORDINARY
SHARE 


 


THIS
CERTIFIES THAT                                                                                                                                                                                 


is
the owner of                                                                                                                                                                                       
Units.


 


Each
Unit (“Unit”) consists of one Class A ordinary share, with a par value $0.0001 per share (“Class A Ordinary
Share”), of PROTONIQ Acquisition Corp., a Cayman Islands exempted company (the “Company”), one-half of one redeemable
warrant (“Warrant”), and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial
business combination. Each redeemable Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of
$11.50 per full 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) one year from the closing of the Company’s initial public
offering and one right, each of which entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation
of the Business Combination . The Class A Ordinary Shares, Warrants and Rights comprising the Units represented by this certificate
are not transferable separately prior to the fifty-second (52nd) day after the date of the prospectus relating to the Company’s
initial public offering, unless JonesTrading Institutional Services LLC (“JonesTrading”) determines that an earlier date
is acceptable, but in no event will the Class A Ordinary Shares and Warrants be traded separately until the Company files with
the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds from its initial public offering including the proceeds received by the Company from
the exercise of the over-allotment option thereto, if the over-allotment option is exercised. If the over-allotment option is exercised
after the date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information
to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent
Form 8-K, information indicating if the underwriters has allowed separate trading of the Class A Ordinary Shares and Warrants
prior to the 52nd day after the date of the prospectus.


 


The
terms of the Warrants are governed by a Warrant Agreement, dated as of [●] 2022, 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 Continental
Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on
written request and without cost.


 


The
terms of the Rights are governed by a Rights Agreement, dated as of [●] 2022, between the Company and Continental Stock Transfer
& Trust Company, as Right 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 Rights Agreement are on file at the office of Continental
Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Rights holder 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.


 


This
Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts
of laws principles thereof.


 





	By	 	 	[Seal]	 
	 	 	 	 	 
	 	Chairman	 	 	Chief
    Financial Officer



 




    	 



     


    

 


PROTONIQ
Acquisition Corp


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of shares 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	 	            under
    Uniform Gifts to Minors
	 	and
    not as tenants in common	 	Act
    ______________
	 	 	 	 	     (State)	 



 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 


	 
	 
	 	 


 


                                                                                                                                                                                                                               


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


                                                                                                                                                                                                                               


 


                                                                                                                                                                                                                               


 


                                                                                                                                                                                                                   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 of this certificate shall be entitled to receive funds with respect to the underlying Ordinary Shares from the trust fund
only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert
his or her respective Ordinary Shares underlying the unit upon consummation of such business combination or in connection with
certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances shall
the holder have any right or interest of any kind in or to the trust fund.