Exhibit 4.1


 


	
    NUMBER

     

    U-__________

     
	 	
     
	 	UNITS
	SEE REVERSE FOR 

CERTAIN DEFINITIONS	DILA CAPITAL ACQUISITION CORP.	 
	 	 	 	 	 	 


CUSIP
[•]


 


UNITS CONSISTING OF ONE SHARE
OF CLASS A COMMON STOCK AND


ONE WARRANT


 


THIS
CERTIFIES THAT                                                                                                                                                                                                                 


 


is the
owner of                                                                                                                                                                                                                                 
Units.



 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of DILA Capital Acquisition
Corp., a Delaware corporation (the “Company”), and one warrant (“Warrant”). Each Warrant entitles
the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable 30
days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”),
and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business
Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this
certificate are not transferable separately until ninety days following the Company’s initial public offering (the “IPO”),
unless EarlyBirdCapital, Inc. informs the Company of its decision to allow earlier separate trading, except that in no event will the
Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of its IPO and issued a press release announcing when such separate trading will begin. 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, 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.


 


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


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


 


 


	By	
	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer



 


 


 






     


     


    

 


DILA Capital Acquisition Corp. 


 


The Company will furnish without charge to each
stockholder 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) 	 



	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.


 


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
hereby irrevocably constitutes and appoints


 


                                                                                                                                                                                  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(s) 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 RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).	 




 


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 shares of Class A common stock sold in its initial public offering because it does not consummate
an initial business combination within the period of time set forth in the Company’s Amended and Restated Certificate of
Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company seeks to amend any
provisions of the Charter (A) to modify the substance or timing of the Company’s obligations with respect to conversion rights
as described in the Company’s final prospectus dated ______________, 2021 or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to convert his, her or
its respective shares of Class A common stock upon consummation of, or sell his, her or its shares of Class A common stock in a
tender offer in connection with, an initial business combination which the Company consummates. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.