Exhibit 4.1


 





	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 03769E 203


APEX TECHNOLOGY ACQUISITION CORPORATION II


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE QUARTER 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 Apex Technology
Acquisition Corporation II, a Delaware corporation (the “Company”), and one quarter of one redeemable warrant
(the “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 on the later of (i) 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”), or (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 Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to           
, 2021, unless Goldman Sachs & Co. LLC, Cantor Fitzgerald & Co., Mizuho Securities USA LLC and SoFi Securities, LLC elect to allow
separate trading earlier, 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 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 signature
of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 




     


     


    

 


 


Apex Technology Acquisition Corporation II


 


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 its 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
within the time period set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended
from time to time (such date being referred to herein as the “Last Date”), (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 the Last Date, 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.