Exhibit 4.1


 


[Form of Unit Certificate]


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [          ]


 


DORCHESTER CAPITAL
ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND


one-half OF ONE REDEEMABLE WARRANT TO PURCHASE


ONE SHARE OF CLASS A COMMON STOCK


 


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 Dorchester
Capital Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (each
whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment)
of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable
on 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 will
expire unless exercised before 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, or earlier upon redemption or liquidation (the “Expiration Date”). The Common
Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to [                ], 2022, unless
EarlyBirdCapital, Inc. and Stephens Inc. elect to allow earlier separate trading, subject to the Company’s filing of a Current Report
on Form 8-K with the U.S. Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the 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 [                ], 2022
(the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant
agent (the “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.


 


Upon consummation of a Business
Combination, the Units represented by this certificate will automatically separate into the shares of Common Stock and Warrants comprising
such Units.


 


This certificate is not valid
unless countersigned by the Continental Stock Transfer & Trust Company, as transfer agent, and 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 its duly authorized officers.


 


		 	
	Corporate Secretary	 	Chief Executive Officer



 




     


     


    

 


Dorchester Capital Acquisition Corp.


 


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 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  -	Custodian
	 	ACT	
	 	 	(Cust)	(Minor)
	TEN ENT - as tenants by the entireties	 	under Uniform Gifts to Minors Act
	 	 	 	 
	JT TEN - as joint tenants with right of survivorship and not  as tenants in common	 	
	 	 	(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 appointAttorney 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.





 








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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 GUARANEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 



 


In each case, as more fully
described in the Company’s final prospectus dated [                ], 2022, the holder(s) of this certificate shall be entitled to receive
a pro-rate portion of certain funds held in the trust account established in connection with the Company’s initial public offering
(the “Trust Account”) only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public
offering and liquidates because it does not consummate an initial Business Combination within the period of time set forth in the Company’s
certificate of incorporation, as may be amended from time to time (the “Charter”); (ii) the Company redeems the shares of
Common Stock sold in its initial public offering in connection with a stockholder vote to approve an amendment to the Charter that would
affect 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 within the period of time set forth therein; 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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