Exhibit
4.1


 


	
    Number

     

    U-
	 	Units


 


CUSIP __________


 


SEE REVERSE
FOR CERTAIN DEFINITIONS


 


BANNIX
Acquisition Corp.


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK AND ONE RIGHT


ENTITLING
THE HOLDER TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK IN CERTAIN CIRCUMSTANCES


 


THIS CERTIFIES
THAT __________ is the owner of _________ Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $0.01 per share (“Common Stock”),
of Bannix Acquisition Corp., a Delaware corporation (the “Company”), one redeemable warrant (each, a “Warrant”)
and one right (each a “Right”). Each holder of a Right is entitled to receive one-tenth (1/10) of one share
of Common Stock upon 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”). 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).
Only whole Warrants are exercisable. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s
completion of 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 Common Stock, Rights and Warrants comprising
the Units represented by this certificate are not transferable separately prior to ___________, 2021, unless the representative of the
underwriters elects to allow earlier separate trading, 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. No fractional warrants
will be issued upon separation of the Units. The terms of the Rights are governed by a Rights Agreement, dated as of , 2021, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”), 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. The terms of the Warrants are governed by a Warrant Agreement, dated as of __________, 2021 (the “Warrant
Agreement”), 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 Rights Agreement and the Warrant Agreement are on file at the office of the Rights Agent and 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 registered by the 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 signatures of the duly authorized officers of the Company.


 


	 	 	 	 	 
	Secretary	 	Chief Executive Officer	 	Chief
    Executive Officer


 






    2 


     


    

 


Bannix
Acquisition 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 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 sells, assigns and transfers 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 does 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).	 


 






    3 


     


    

 


 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 common stock sold in its initial public offering and liquidates
because it does not consummate an initial business combination by , 202_, (ii) the Company redeems the shares of 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 common stock if it does not consummate an initial
business combination by , 2022, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of 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.


 


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