Exhibit 4.1


 


	NUMBER

U-__________	 	UNITS
	 	 	 
	SEE REVERSE FOR

CERTAIN

DEFINITIONS	EUCRATES BIOMEDICAL ACQUISITION CORP.	 


 


CUSIP ___________


UNITS CONSISTING OF
ONE ORDINARY SHARE AND

ONE-THIRD OF ONE 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) ordinary share, no par value per share, of EUCRATES ACQUISITION CORP., a British
Virgin Islands company (the “Company”), and one-third (1/3) one (1) warrant (each whole warrant exercisable for one
ordinary share) (a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) ordinary share (subject to
adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable
commencing on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering
(the “Final Prospectus”) and (b)  thirty (30) days after the Company’s
completion of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar
business combination with one or more businesses or entities (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 and Warrants comprising the Units represented by this certificate are not transferable separately
prior to the fifty-second (52nd) day after the date of the Final Prospectus, unless Stifel, Nicolaus & Company, Incorporated
and H.C. Wainwright & Co., LLC determine that an earlier date is acceptable, subject to certain conditions described in the
Final Prospectus. 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. A copy of the Warrant Agreement
is 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. This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


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


 






     


     


    

 


	By	 	SEAL	 
	 	Chief Executive Officer	2020	Chief Financial Officer


EUCRATES
BIOMEDICAL 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 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 –	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.


 






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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 GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 


In each case, as more fully described
in the Company’s Final Prospectus, the holder of this certificate shall be entitled to receive funds from the trust fund
only in the event of the Company’s required redemption upon failure to consummate a business combination or if the holder
seeks to redeem its 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.


 


 






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