Exhibit 4.1


 


NUMBER UNITS


 


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [*]


 


VISION SENSING ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND THREE-QUARTERS quarters OF ONE 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 (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Vision Sensing
Acquisition Corp., a Delaware corporation (the “Company”), and three-quarters of one redeemable warrant (the
“Warrant”). Only whole Warrants are exercisable. 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 EF Hutton, Division of
Benchmark Investments, 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 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 , 2021,
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 Continental Stock Transfer & Trust Company 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


 



    	 



    	 



     


Vision Sensing 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


As more fully described,
and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering 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 the Company’s 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, as the same may be amended from time to time
(such date being referred to herein as the “Last Date”), (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 Company’s Amended and Restated Certificate
of Incorporation 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 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.