Exhibit 4.1


 


NUMBER
UNITS


U-[●]


 


SEE
REVERSE FOR CERTAIN


DEFINITIONS


CUSIP
Y8127W 123


 


STELLAR
ACQUISITION III INC.


 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO


PURCHASE
ONE SHARE OF COMMON STOCK


 


THIS
CERTIFIES THAT                                         is
the owner of                     Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common
Stock”), of Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”),
and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one 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             , 20            ,
unless Maxim Group 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 the 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             ,
2016, 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 17 Battery Place, 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.


 


Witness
the facsimile signature of its duly authorized officers.


 


	 	 	 
	Secretary	 	President


 


Stellar
Acquisition III Inc. 


 


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)
	 	 	 	 	 	Under
    Uniform Gifts to Minors
	JT
    TEN	—
    	as
    joint tenants with right of survivorship 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, 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 Corporation 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).	 	 


 


In
each case, as more fully described in the Corporation’s final prospectus dated             ,
2016, 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 the Corporation redeems the shares of common
stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by __________,
2017 (or up to ________, 2018 in the case of extensions, as provided in the Corporation’s Amended and Restated Articles
of Incorporation) or 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 Corporation 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.