Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


	SEE REVERSE FOR

    CERTAIN

    DEFINITIONS	AP
    Acquisition Corp	 


 


CUSIP
[                ]


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-half OF ONE REDEEMABLE WARRANT
TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS
CERTIFIES THAT                                       
is the owner of                                         Units.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”),
of AP Acquisition Corp, a Cayman Islands exempted company (the “Company”), and one-half (1/2) of one redeemable warrant (each
whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share 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, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more
businesses (each, a “Business Combination”), and (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 Ordinary Shares and Warrants comprising the Units represented by this certificate will begin separate trading
on the 52nd day following the date of the prospectus that is filed in connection with the offering of the Units (or, if such date is
not a business day, the following business day), unless Credit Suisse Securities (USA) LLC elect(s) to allow earlier separate
trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the initial public offering and issuing a press
release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only Warrants
are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of                 , 2021 (the “Warrant
Agreement”), 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.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such
Units.


 


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 signatures of its duly authorized
officers.


 


	By	 	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Principal Financial and Accounting Officer


 






     


     


    

 


AP 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 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	UNIF GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)	 
	 	 	 	 	 	 	 	 
	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.


 






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For
value received,                                           hereby sells, assigns and transfers 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                                           as 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 RULES).	 


 


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 the Company’s
initial public offering only 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 period of time set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems
the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and
restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation
to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business
combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time
period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with 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. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.


 






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