Exhibit
4.1


 


NUMBER
UNITS

U-


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
049284 201


 


ATLAS
CREST INVESTMENT Corp.


 


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 share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of Atlas Crest Investment Corp., a Delaware corporation (the “Company”), and
one-third of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase
one share of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant
will become exercisable on the later of (i) 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 (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 “Expiration
Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to              , 2020, 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 the Company’s 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. 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. 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.


 


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 internal laws of the State of New York.


 


Witness
the facsimile signature of a duly authorized signatory of the Company.


 


 


 


	 	 	 
	

        Authorized
        Signatory
	 	

        Transfer
        Agent



 




     


     


    

 


Atlas
Crest Investment 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 equity 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 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 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.


 


	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).	 


 


As
more fully described in , and subject to the terms and conditions described in, the Company’s final prospectus for its initial
public offering dated                    ,
2020, 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 Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial
business combination by the date (the “Last Date”) set forth in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company redeems the
shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend the
Charter to modify 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 by the Last Date or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, 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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