Exhibit
4.1 


 


	NUMBER	 	SHARES


 


LUCID
DIAGNOSTICS INC.


 


	INCORPORATED
    UNDER THE	 	CUSIP
    54948X 109
	LAWS
    OF THE STATE	 	 
	OF
    DELAWARE	 	SEE
    REVERSE FOR CERTAIN DEFINITIONS


 


This
Certifies that


 


is
the record owner of


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.001 EACH OF


 


LUCID
DIAGNOSTICS INC.


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 


 


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


 


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


 


Dated:


 


	 	 	 
	CHAIRMAN	 	SECRETARY


 




    	 	 	 



    	 



    

 


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	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.


 


Lucid
Diagnostics Inc.


 


The
Company will furnish without charge to each stockholder who so requests 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. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors (copies of which
may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


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)


 


	________________________________________________________________________________________________

                                   

	___________________________________________________________________________________________shares

                                   

	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and
  appoint 
	 
	________________________________________________________________________________________ Attorney
	to transfer the said stock 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) 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(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only in the event that
(i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set
forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the
“Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in
connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.