EX-4.1





 Exhibit 4.1 
  

			
	NUMBER	  	
	U-	  	UNITS
		
		  	CUSIP [•]

 SEE REVERSE FOR CERTAIN DEFINITIONS 

ALTENERGY ACQUISITION CORP. 

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

HALF 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 AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable 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 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 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 Common Stock and 

Warrants comprising the Units represented by this certificate are not transferable separately prior
to                     , 2021, unless the representative of the underwriters 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
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 and only whole Warrants will trade. 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 the Warrant Agent 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 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 the duly authorized officers of the
Company. 
  

					
	  
 Chief Executive Officer
	  		  	  
 Chief Financial
Officer



  
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 AltEnergy 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
	  	 	—	 	  	 as tenants in common
	  	 UNIF GIFT
	  		  	
	 COM
	  	 	—	 	  		  	 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 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 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 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
	  	


  
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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 Class A 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, (ii) the Company redeems the shares of Class A 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 to redeem 100% of
the Class A common stock if it does not consummate an initial business combination by the date set forth in 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 Class A 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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