Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN

DEFINITIONS


 


CUSIP


 


ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND

ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER 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 (“Class A Common Stock”), of Arbor Rapha Capital Bioholdings
Corp. I, a Delaware corporation (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant
exercisable for one share of Class A common stock) (the “Warrant”). Each whole Warrant entitles the holder to
purchase one (1) share of Class A Common Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants
are exercisable. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of an
initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one
or more businesses (each a “Business Combination”), and (ii) twelve (12) months from the closing of the Company’s
initial public offering, 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 shares of Class
A Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to                  , 2021, unless
Cantor Fitzgerald & Co. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form
8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross
proceeds of its initial public offering and issuing a press release announcing when separate trading will begin. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant Agreement,
dated as of                   , 2021 (the “Warrant Agreement”), 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
One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without
cost.


 


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


 


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


 


This certificate shall be governed by and construed
in accordance with the laws of the State of New York.


 


Witness the facsimile signature of its duly authorized
officers.


 





	 	 	 
	Chief Executive Officer	 	Chief Financial Officer
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I


 


 









     


     


    

 


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


 


 


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


 


 


 





 





 


 


 


_______________Units represented by the within Certificate, and
do(es) 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 _______________


 


 


 


		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 whatsoever.






 









     


     


    

 


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                   , 2021, 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 and liquidates because it does not consummate an initial business
combination by                   , 2023, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation, (ii) the Company redeems the shares of Class A Common Stock sold in its initial public offering
in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of the shares of Class A Common Stock sold in its initial public offering if it does not complete its initial business
combination by                 , 2023, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination
activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Class A 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.