Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


	
    SEE REVERSE FOR

    CERTAIN

    DEFINITIONS
	
    SEMPER PARATUS

    ACQUISITION CORPORATION
	 


 


CUSIP G8028L 123


 


This
certifies that ___________________ is the owner of ___________________


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-HALF 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-half 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 Cantor Fitzgerald & Co. 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 Continental Stock Transfer & Trust Company 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 at 1 State Street, 30th Floor, New York NY 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 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.