EX-4.1





 Exhibit 4.1 

SPECIMEN UNIT CERTIFICATE 

NUMBER UNITS U- 
  

					
	SEE REVERSE FOR 
CERTAIN 
DEFINITIONS	  	Constitution 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 (“Ordinary Shares”), of Constitution 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 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 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 are not transferable separately prior to                , 2021,
unless Cowen and Company, LLC elects 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 whole warrants are exercisable. 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 (the “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 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	  	Chief Financial Officer













 Constitution 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 does 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 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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