Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP


 


BANYAN 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 Banyan 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 BTIG, 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
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 One State Street, 30th Floor, New York, New York 10004, 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.


 


	Chief Executive Officer	 	Chief Financial Officer




 


BANYAN 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	—	as tenants in common	UNIF GIFT 	—	_____	Custodian	_____
	COM	 	MIN ACT	 	(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.