EX-4.1





 Exhibit 4.1 

SPECIMEN UNIT CERTIFICATE 

NUMBER UNITS U- 
  

					
	 SEE REVERSE FOR
 CERTAIN

DEFINITIONS
	  	 SEMPER PARATUS

ACQUISITION CORPORATION
	  	

 CUSIP _______ 

This certifies that ___________________ is the owner of ___________________ 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE 

REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE 

Each Unit (“Unit”) consists of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Semper Paratus
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder to purchase
one Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable commencing on the later of (i) 30 days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase,
reorganization or other similar business combination with one or more businesses (a “Business Combination”) and (ii) 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 years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants
comprising the Units represented by this certificate are not transferable separately prior to [ ], 2021, unless J.P. Morgan Securities LLC and BofA Securities, Inc. elect to allow earlier separate trading, subject to the Company’s filing with
the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the 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 and only whole warrants are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of [ ],
2021 (the “Warrant Agreement”), between the Company and Computershare Trust Company, N.A, as warrant agent (the “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 150 Royall Street, Canton, Massachusetts 02021, 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
the Ordinary Shares 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 signatures of its duly authorized officers. 
  

									
	By	 	          
	 		 		 	          

		 	President	 		 	    	 	Chief Executive Officer













 Semper Paratus Acquisition Corporation 

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	  	                
		  		  		  		  		  	(Cust)	  		  	(Minor)
	 TEN
 ENT
	  	—	  	as tenants by the entireties	  		  		  	     under Uniform Gifts to    

Minors Act

		  		  		  		  		  	  

(State)

	JT TEN    	  	—	  	 as joint tenants with right of survivorship
 and
not as tenants in common
	  		  		  		  		  	

 Additional abbreviations may also be used though not in the above list. 

For value received ___________________ hereby sells, assigns and transfers 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 RULES).

 In each case, as more fully described in the Company’s final prospectus dated [ ], 2021, 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 Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated













 
memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a
shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have
their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period set forth therein or
(B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy
solicitation, solely in the event the Company seeks shareholder 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.