Exhibit 4.1


 


	
    NUMBER

    U-__________
	 	UNITS
	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS	PHOENIX ACQUISITION LIMITED	 


 





CUSIP

 


UNITS CONSISTING OF ONE ORDINARY
SHARE AND ONE-


THIRD OF ONE WARRANT AND ONE RIGHT

 


THIS CERTIFIES THAT ________________________________________________________________________________________________


 


is the owner of ________________________________________________________________________________________________
Units.


 


Each Unit (“Unit”) consists of one
ordinary share, par value $0.0001 per share, of Phoenix Acquisition Limited, a British Virgin Islands company (the “Company”),one-third
(1/3) of one redeemable warrant (“Warrant(s)”), and one right to receive one-tenth (1/10) of one ordinary share upon consummation
of an initial business combination (“Right(s)”). Each whole redeemable Warrant entitles the holder thereof to purchase one
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) 12 months from the date that the registration
statement is declared effective by the Securities and Exchange Commission (the “SEC”) (or up to 18 months from the date that
the registration statement is declared effective by the SEC if the Company extends the period of time to consummate a business combination
in addition to an automatic three-month extension if the Company files a preliminary proxy statement, registration statement or similar
filing for an initial business combination during the 12-month period or 18-month extended period, to complete a business combination).
Every ten Rights entitles the holder thereof to receive one ordinary share upon the consummation of the Business Combination. The ordinary
shares, Warrants, and Rights comprising the Units represented by this certificate are not transferable separately prior to the 52nd day
after the date of the prospectus relating to the Company’s initial public offering, unless Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
as the representative of the underwriters, determines that an earlier date is acceptable, but in no event will the 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 ordinary shares and Warrant prior to the 52nd day after the date of the prospectus.

 


The terms of the Warrants and the Rights are governed
by a warrant agreement (the “Warrant Agreement”), dated as of [     ], 2022, and the terms of the Rights
are governed by a rights agreement (the “Rights Agreement”), dated as of [     ], 2022, between the Company
and Continental Stock Transfer & Trust Company, as the warrant agent and 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 Warrant
Agreement and Rights Agreement are on file at the office of Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor
New York, NY 10004-1561, and are available to any Warrant Holder or Rights Holders, 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.


 


[Seal]


 


By


 


	 	 	 
	Chairman	 	Chief Financial Officer


  


 


PHOENIX ACQUISITION LIMITED


 


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 ‿o:p>	as tenants in common	UNIF GIFT MIN ACT - _____ Custodian ______
	TEN ENT ‿o:p>	as tenants by the entireties	           (Cust)                  (Minor)
	JT TEN ‿o:p>	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)


 


	 	 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 	 	 


 






    2


     


    

 


	 	 	 
	 	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.


 


 


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