Exhibit 4.1


 


	
        NUMBER

        U-__________
	 	
         

         
		UNITS



 


	SEE REVERSE FOR 

CERTAIN DEFINITIONS	 	DD3 ACQUISITION CORP. II	 	 


 


CUSIP [●]


 


UNITS CONSISTING OF
ONE SHARE OF CLASS A COMMON STOCK AND


ONE-HALF OF ONE WARRANT


 


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 DD3 Acquisition
Corp. II, a Delaware corporation (the “Company”), and one-half of one warrant (“Warrant”).
Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each
whole Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of an initial merger, capital
stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the closing of the Company’s
initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on the
fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common
Stock and Warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until ninety days following
the IPO, unless EarlyBirdCapital, Inc. informs the Company of their decision to allow earlier separate trading, except that in
no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of its IPO and issued a press release announcing when such separate trading will
begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of _________, 2020, 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.


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


 


	By	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer	 



 


 


 



    	 



     


    

 


DD3 Acquisition Corp. II


 


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 ______
	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 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 hereby irrevocably constitutes and appoints


 


______________________________________________________________________________________
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(s) 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 ______________, 2020, 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 its initial public offering 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”), (ii) the Company seeks to amend any provisions
of the Charter (A) to modify the substance or timing of the Company’s obligations with respect to conversion rights as described
in the Company’s final prospectus dated ______________, 2020 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 convert his, her or its respective shares
of Class A common stock upon consummation of, or sell his, her or its shares of Class A common stock in a tender offer in connection
with, an initial business combination which the Company consummates. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.