Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 12561U 208


 


CIIG CAPITAL PARTNERS II, INC.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE 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 CIIG Capital
Partners II, Inc., a Delaware corporation (the “Company”), and one-third (1/3) 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 “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 and Barclays Capital Inc. elect 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.  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 One State Street, 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 signature of its duly authorized
officers.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 




     


     


    

 


CIIG CAPITAL PARTNERS II, INC.


 


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).	 





 


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 its initial public offering and liquidates because it does not consummate an initial business combination
by                       ,
2023, (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 to modify the substance or timing of
the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination
by                        ,
2023, 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.