Exhibit 4.1 


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP  03752A 200


 


APEIRON CAPITAL INVESTMENT CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE HALF OF ONE 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 (“Common Stock”),
of Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and one half of one
redeemable warrant (the “Warrant”). 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). Each Warrant will become exercisable on
the later of (i) thirty (30) days after 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”), 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 “Expiration
Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to            , 2021, unless B. Riley Securities, Inc.
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 the Company’s initial public offering and issuing a press release announcing when separate trading will begin. 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 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 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 a duly authorized
signatory of the Company.


  


	 	 	 	 	 
	Authorized Signatory	 	 	 	Transfer Agent


 









     


     


    




 


Apeiron Capital Investment 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 sell, assign and transfer 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 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 whatever.


 


	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).	 


 


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 its initial public offering only in the event that (i) the Company redeems the shares of
Class A common stock sold in the Company’s initial public offering and liquidates because it does not consummate an
initial business combination within the time period set forth in the Company’s amended and restated certificate of
incorporation, as the same may be amended from time to time (such date being referred to herein as the “Last Date”),
(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 to modify the substance or timing of
the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business
combination by the Last Date, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its 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.