Exhibit
4.1


 


NUMBER
UNITS


U-


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
00775W 201


 


AEQUI
ACQUISITION CORP. 


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD 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 Aequi Acquisition Corp., a Delaware corporation (the “Company”),
and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant
entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment).
Each 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                 ,
202 , unless RBC Capital Markets, LLC 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. 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.


 


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


 


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 signature of its duly authorized officers.


 





	 	 	 
	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


  









     


     


    

 


AEQUI
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 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).
	 	 



 


In
each case, as more fully described in the Company’s final prospectus 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 its initial public offering 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 by the
date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares
of 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 Common Stock if it does
not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of
incorporation or (B) with respect to any other provision relating to the rights of holders of the Common stock 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.