Exhibit
4.1


 


	 	SPECIMEN
    UNIT CERTIFICATE 	NUMBER
    UNITS

    [PCXU]-_______

	SEE
    REVERSE FOR CERTAIN DEFINITIONS	PARSEC
    CAPITAL ACQUISITIONS CORP.	 
	 	 	 
	 	 	CUSIP
    [*]


 


UNITS
CONSISTING OF ONE CLASS A COMMON STOCK AND ONE WARRANT


 


THIS
CERTIFIES THAT ______________________________________________________________________________________________


is
the owner of ________________________________________________________________________________________________


_______ Units.


 


Each
Unit (“Unit”) consists of one Class A common stock, with a par or nominal value of US $0.0001 per share (“Common Stock”),
of Parsec Capital Acquisitions Corp, a Delaware corporation (the “Company”), and one redeemable warrant (“Warrant”).
Each redeemable Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per full share (subject
to adjustment), upon the later to occur of (i) one year after the date that the registration statement for the Offering is declared effective
by the SEC; and the or (ii) 30 days after consummation by the Company of a business combination. The Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to the fifty-second (52nd) day after the date of the
prospectus relating to the Company’s initial public offering, unless EF Hutton, division of Benchmark Investments, LLC, formerly
known as Kingswood Capital Markets, division of Benchmark Investments, LLC (“Hutton”), determines that an earlier date is
acceptable, but in no event will the Common Stock and Warrants be traded separately until the Company files with the Securities and Exchange
Commission (the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds from its initial public offering including the proceeds received by the Company from the exercise of the
over-allotment option thereto, if the over-allotment option is exercised. If the over-allotment option is exercised after the date of
the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise
of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating
if the underwriters has allowed separate trading of the Common Stock and Warrants prior to the 52nd day after the date of the prospectus.


 


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 Registrar of the Company.


 


This
certificate shall be governed and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts
of laws principles thereof.


 


Witness
the facsimile signature of its duly authorized officers.


 


	By	 	 




 


	__________________________________________	_________
	President	 






 




    	 



     


    

 


Parsec
Capital Acquisitions 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 ______
	 	TEN
    ENT –       as tenants by the entireties	(Cust)
                              (Minor)
	 	JT
    TEN –          as joint tenants with right of survivorship	under
    Uniform Gifts to Minors
	 	                           and
    not as tenants in common	Act
    ______________
	 	 	           (State)


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
NUMBER OF ASSIGNEE(S)


 





 



(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, 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 will 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) SHOULD 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).


 


The
holder of this certificate shall be entitled to receive funds with respect to the underlying share of Common Stock from the trust fund
only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert
his or her respective share of Common Stock underlying the unit upon consummation of such business combination or in connection with
certain amendments to the Company’s amended and restated certificate of incorporation. In no other circumstances shall the holder
have any right or interest of any kind in or to the trust fund.