Exhibit 4.1


 


	NUMBER

    U-__________	 	UNITS
	 	 	 
	SEE
    REVERSE FOR

    CERTAIN DEFINITIONS	HEROIC
    EMPIRE ACQUISITION LIMITED 	 


 





CUSIP:   


 


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 HEROIC EMPIRE ACQUISITION LIMITED, a
Cayman Islands company (the “Company”) and one-half of one redeemable warrant (“Warrant”). Each 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) 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”) or (ii) 12 months
from the date that the registration statement is declared effective by the Securities and Exchange Commission. The ordinary shares and
Warrants comprising the Units represented by this certificate are not transferable separately prior to the 52nd business 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”) and Brookline Capital Markets, a division of Arcadia Securities, LLC as the joint book running managers
determine that an earlier date is acceptable, but in no event will the ordinary shares 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 ordinary shares and Warrant
prior to the 52nd business 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 Continental Stock Transfer & Trust Company 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 Continental Stock Transfer & Trust Company at 1 State Street 30th Floor, New York, NY 10004-1561, 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





 




    	 



    	 



    

 


HEROIC
EMPIRE ACQUISITION LIMITED 


 


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.