Exhibit
4.1


 


	NUMBER

    U-
    ____________
	 	UNITS
	 	 	 
	

                                                                             SEE
REVERSE FOR
 CERTAIN DEFINITIONS
	8i
    ACQUISITION 2 CORP.
	 	 	 	 


 


CUSIP
[______]


 


UNITS
CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND

ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE


 


THIS
CERTIFIES THAT ________________________________________________________________________________________________


_


 


is
the owner of ________________________________________________________________________________________________

________ Units.


 


Each
Unit (“Unit”) consists of one ordinary share, with no par value, of 8i Acquisition 2 Corp., a British Virgin Islands company
(the “Company”), one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth
(1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of 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 closing of the Company’s initial
public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s
initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the ninetieth (52nd) day after the date of the prospectus relating to the Company’s initial public offering,
unless Maxim Group LLC (“Maxim”) determines that an earlier date is acceptable, but in no event will the ordinary shares,
Rights and 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 Maxim allows separate trading of the ordinary shares, Rights and Warrants prior to the 52nd
day after the date of the prospectus relating to the Company’s initial public offering, the Company will issue a press release
and file a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.


 


The
terms of the Warrants and Rights are governed by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2021,
and a rights agreement (the “Rights Agreement”), dated as of [●], 2021, respectively, both between the Company and
Continental Stock Transfer & Trust Company, as the warrant agent and rights 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 Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor,
New York, NY 10004, and are available to any Warrant Holder or Rights holder, respectively, 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


 


8i
Acquisition 2 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
	 	TEN
    ENT –	as
    tenants by the entireties
	 	JT
    TEN –	as
    joint tenants with right of survivorship

    and not as tenants in common


 


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.


 




    	2



     


    

 


Signature(s)
Guaranteed:


 


	 	 
	THE
    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR AND CREDIT INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
    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.


 




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