Exhibit
4.1


 


	NUMBER

        U-__________

         
	 	 

         
	 	UNITS
	SEE
    REVERSE FOR

    CERTAIN

DEFINITIONS	PACIFIC
    SPECIAL ACQUISITION CORP.	 


 


CUSIP
G68588 139


 


UNITS
CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT


 


THIS CERTIFIES THAT_______________________________________________________________________________


 


is the owner of
___________________________________________________________________________ Units.


 


Each
Unit (“Unit”) consists of one (1) ordinary share, no par value per share, of PACIFIC SPECIAL ACQUISITION CORP., a
British Virgin Islands company (the “Company”), one (1) right (“Right”) and one (1) warrant (the “Warrants”).
Each holder of a Right is entitled to receive one-tenth (1/10) of a share upon the Company’s completion of an initial merger,
share exchange, asset acquisition, share purchase, recapitalization, contractual arrangement, reorganization or other similar
business combination with one or more businesses or entities (a “Business Combination”). Each Warrant entitles the
holder to purchase one half (1/2) of one ordinary share for $12.00 per whole share (subject to adjustment) and may only be exercised
for a whole number of ordinary shares. Each Warrant will become exercisable commencing on the later of (a) [one year from the
date of the final prospectus] and (b) the Company’s completion of a Business Combination and will expire unless exercised
before 5:00 p.m., New York City Time, five years after the completion by Company of an initial Business Combination (the “Expiration
Date”). The ordinary share, Rights and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the ninetieth (90th) day after the date of the prospectus relating to the Company’s initial
public offering, unless EarlyBirdCapital, Inc. determines that an earlier date is acceptable. The terms of the Rights are set
forth in the prospectus as well as a Rights Agreement, dated as of _______, 2015 between the Company and Continental Stock Transfer
& Trust Company, 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. The terms of the Warrants are governed by a Warrant Agreement, dated as
of _______, 2015, 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 Rights Agreement and the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery
Place, New York, New York 10004, and are available to any Right holder or 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	 	 	 
	 	 	SEAL	 
	 	Chairman	2015	Chief
    Executive Officer


 









     

    

    

 


PACIFIC
SPECIAL 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 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

and not as tenants in common	 	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, 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
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 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 redeem his shares 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.


 


 


2