Exhibit 4.1


 


		NUMBER	SHARES



 


C ______


 


PHOENIX MOTOR INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


COMMON STOCK


 


PAR VALUE $0.0001 PER SHARE


 


SEE REVERSE FOR





CERTAIN DEFINITIONS


 


CUSIP


 


This Certifies that


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF


 


PHOENIX MOTOR INC.


 


transferable on the books of the Company in person or
by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by
the Transfer Agent and registered by the Registrar.





Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.


 


[Corporate Seal]


 


Dated:


 


	 	 	 
	CHAIRMAN	 	SECRETARY



 






     

     


    

 








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	under Uniform Gifts to Minors
	 	and not as tenants in common	 	Act ________________
	 	 	 	 	(State)


 


Additional Abbreviations may also be used though not in
the above list.


 


PHOENIX MOTOR INC.


 


The Company will furnish
without charge to each stockholder who so requests 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. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions
of the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors
providing for the issue of preferred stock (copies of which may be obtained from the secretary of the Company), to all of which the holder
of this certificate by acceptance hereof assents.


 


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))





 


 


 


 


	 	shares



of common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


 


		Attorney   


 


 








to transfer the said
stock 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.



 


Signature(s) Guaranteed:





 


	 	 
	THE SIGNATURE(S) SHOULD 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).