Exhibit 4.1


 


	
    NUMBER

    U-____________

     
	 	UNITS
	SEE REVERSE FOR

 CERTAIN DEFINITIONS	AQUARIUS II ACQUISITION CORP.	 


 


CUSIP G0441M 119 


 


UNITS CONSISTING OF ONE ORDINARY
SHARE AND ONE-HALF OF ONE WARRANT


 


THIS
CERTIFIES THAT _______________________________________________________________


 


is the owner of ______________________________________________________________________Units.


 


Each Unit (“Unit”) consists
of one ordinary share, with a par value $0.0001 per share, of Aquarius II Acquisition Corp., a Cayman Islands company (the “Company”)
and one-half of one redeemable warrant (“Warrant”). Each whole redeemable Warrant entitles the holder thereof to purchase
one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) 30 days after the Company’s
completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the date that the registration
statement is declared effective by the Securities and Exchange Commission (the “SEC”) (or up to 18 months from the date that
the registration statement is declared effective by the SEC if we extend the period of time to consummate a business combination). The
ordinary shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to the 52nd day
after the date of the prospectus relating to the Company’s initial public offering, unless EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) as the representative of the underwriters, determines that an earlier date is acceptable, but in no event
will the ordinary shares and Warrants be traded separately until the Company files with 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 ordinary shares and Warrant prior
to the 52nd day after the date of the prospectus.


 


The terms of the Warrants are governed
by a warrant agreement (the “Warrant Agreement”), dated as of [____], 2021, between the Company and American Stock Transfer
& Trust Company, LLC as the 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 American
Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, New York, NY 11219, 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.


 


Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers.


 


This Unit Certificate shall be governed
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


[Seal]


  


	By	 	 	 
	 	Chairman	 	Chief Financial Officer


 



     


     


    

 





AQUARIUS II ACQUISITION CORP. 


 


The Company will furnish without
charge to each shareholder 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 do 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 ordinary shares 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 ordinary shares underlying the unit upon consummation of
such business combination or in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles
of Association. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.