Exhibit 4.1

    

    

    NUMBER UNITS

    U-

    

    

    SEE REVERSE FOR CERTAIN

    DEFINITIONS

    

    

    CUSIP

    

    

    AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

    

    

    UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

    ONE-THIRD OF ONE REDEEMABLE 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 (“Class A Common Stock”), of AxonPrime Infrastructure Acquisition Corporation, a Delaware corporation (the “Company”), and one-third
      (1/3) of one redeemable warrant (each whole warrant exercisable for one share of Class A common stock) (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share of
      Class A Common Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of an initial
      merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), and (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 shares of Class A Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to            , 2021, unless Morgan Stanley & Co.
      LLC elects 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
      its 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 Computershare Trust Company, N.A. 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 150 Royall St., Canton, Massachusetts 02021, and are available to any Warrant holder on written request and without cost.

    

    

    Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Common Stock
      and Warrants comprising such Units.

    

    

    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.

    

    

    	 	 	 
	
            Secretary

          	 	
            Principal Executive Officer

          


    

    

    
      

      
        


      

    

    

    

    AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

    

    

    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 ______

            (Cust)                     (Minor)

          
	 	 	 	 	 	 	 
	
            TEN ENT

          	
            —

          	
            as tenants by the entireties

          	 	 	 	
            Under Uniform Gifts to Minors Act

          
	 	 	 	 	 	 	 
	
            JT TEN

          	
            —

          	
            as joint tenants with right of survivorship and not as tenants in common

          	 	 	 	
            (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

    

    

     
      


    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

    

    

    _______________Units represented by the within Certificate, and do(es) 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
              whatsoever.

          


    

    

    
      

      
        


      

    

    

    

    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).

    

    

    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, or by such later date approved by the Company’s stockholders in accordance with 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 shares of Class A Common Stock sold in its initial public offering if it does not complete its initial
      business combination by           , 2023, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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.