Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


	
        NUMBER U–[ ]



	 	UNITS
	SEE REVERSE FOR  CERTAIN  DEFINITIONS	CUSIP [  ]


 


TRINE II ACQUISITION CORP.


 


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

REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES THAT [ ] is the owner of
Units.


 


Each unit (“Unit”)
consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Trine
II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-half (1/2) of one
redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one
(1) Ordinary Share for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i)
thirty (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 (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 Ordinary Shares and
Warrants comprising the Units represented by this certificate are not transferable separately prior to [                 ],
2021, unless Morgan Stanley & Co. LLC 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 the Warrant Agreement, dated as of [                 ],
2021 (as amended, supplemented or otherwise modified from time to time, the “Warrant Agreement”), 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 the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available
to any holder of the Warrants on written request and without cost.


 


The Units represented by this certificate
will automatically separate into the Class A Ordinary Shares and Warrants comprising such Units after completion of a Business
Combination.


 


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 signatures of its
duly authorized officers.


 


	 	 	 	 
	
        By:
	Chief
Executive Officer 	 	Transfer
Agent



 



     


     


    

 


TRINE II 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 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

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


 


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(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Units represented by the within Certificate,
and does 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(s) 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.


 




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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 in, 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
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 further amended, supplemented or otherwise modified from time to time, the “amended and restated memorandum
and articles of association”), (ii) the Company redeems the Ordinary Shares sold in its initial public offering
in connection with a shareholder vote to amend the 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.


 


 


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