Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER
UNITS

U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
________________


 


EXCELFIN ACQUISITION
CORP.


 


UNITS CONSISTING OF
ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF


ONE 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 ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and one-half (1/2)
of one 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              ,
2021, unless UBS Securities LLC elects to allow earlier separate trading, 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 offering and issuing a press release announcing when separate trading will begin.  The terms of the Warrants
are governed by a Warrant Agreement, dated as of               ,
2021, between the Company and American Stock Transfer & Trust Company, LLC, 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 American Stock Transfer & Trust Company, LLC,
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 signature of its duly authorized officers.


 


	 	 
	Chief Executive Officer	 


 






     


     


    

 


ExcelFin 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).	 


 






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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 shares
of Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by                       ,
2023 (subject to extension as provided in Section 9(c) of 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 redeem 100% of its Common Stock
if it does not consummate an initial business combination by                        ,
2023 (subject to extension as provided in Section 9(c) of the Company’s Amended and Restated Certificate of Incorporation))
or (B) with respect to any other provision 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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