Exhibit
4.1


 


	NUMBER	UNITS
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
____________


 


ALPHATIME
ACQUISITION CORP


 





UNITS CONSISTING OF ONE ORDINARY SHARE,
ONE REDEEMABLE WARRANT,


EACH WHOLE WARRANT ENTITLING
THE HOLDER TO PURCHASE ONE ORDINARY SHARE, 

AND ONE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE


 


THIS
CERTIFIES THAT                             is the owner of                            Units of AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”),
transferrable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each
Unit (“Unit”) consists of one (1) ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company, one (1) redeemable warrant (each whole warrant, a “Warrant”) and
one (1) right (each, a “Right”). Each Warrant entitles the holder to purchase one (1) Ordinary
Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will be exercisable during the Exercise
Period set forth in the Warrant Agreement referred to below. Each Right entitles the holder to receive one-tenth (1/10) of one
(1) Ordinary Share upon the completion of an initial business combination, Each Right will be exercisable during the Exercise Period
set forth in the Rights Agreement referred to below. The Ordinary Shares, Warrants and Rights comprising the Units
represented by this certificate are not transferable separately prior
to                            ,
2022, unless Chardan Capital Markets, 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 Company’s initial public offering and issuing a press release announcing
when separate trading will begin. No fractional Warrants or Rights will be issued upon separation of the Units. The terms of
the Warrants are governed by a Warrant Agreement, dated as
of                            ,
2022 (the “Warrant Agreement”), between the Company and American 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. The terms of the Rights are governed by a Rights Agreement, dated as
of                            ,
2022 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, as
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 Warrant Agreement and Rights Agreement are on file at the
office of the Warrant Agent and Rights Agent, respectively, at 6201 12th Avenue, Brooklyn, New York 11219, and are
available to any Warrant holder or Rights holder on written request and without cost.


 


Upon
the consummation of the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses (each a “Business Combination”), the Units represented
by this Certificate will automatically separate into the Ordinary Shares, Warrants and Rights comprising such Units.


 


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 signature of a duly authorized signatory of the Company.


 


	 	 
	 	Authorized
    Signatory


 


	 	 
	 	Transfer
    Agent


 




    	 



     


    

 


AlphaTime
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 equity 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 ___________
	 	 	 	 	 	 	       (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, 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 UNDER THE SECURITIES
    EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 


 


As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering dated                         , 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 in the event that (i) the Company redeems the Ordinary
Shares sold in its 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 Memorandum and Articles of Association, as the same may be amended from
time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented
by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval
of the proposed initial Business Combination) setting forth the details of a proposed initial Business Combination or (y) a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of
the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary
Shares if it does not consummate an initial Business Combination within the time set forth in the Company’s Amended and Restated
Memorandum and Articles of Association or (B) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity, as the same may be amended from time to time. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.