EX-4.1 5 ex4-1.htm EX-4.1

 

Exhibit 4.1

 

NUMBER   UNITS
     

SEE REVERSE FOR

CERTAIN DEFINITIONS

AI INFRASTRUCTURE ACQUISITION CORP.  
    CUSIP

 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND
ONE RIGHT TO RECEIVE ONE-FifTH OF ONE CLASS A ORDINARY SHARE

 

THIS CERTIFIES THAT ____________________________________________________________________________ is the owner of ____________________________________________________________________________ Units.

 

Each Unit (“Unit”) consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of AI Infrastructure Acquisition Corp., a Cayman Islands exempted company (the “Company”) and one right (“Right”) to receive one-fifth (1/5) of one Class A Ordinary Share. Every five Rights entitles the holder thereof to receive one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Class A Ordinary Shares and Rights comprising the Units represented by this certificate are not transferable separately prior to the fifty-second (52nd) business day after the date of the final prospectus (the “Prospectus”) relating to the Company’s initial public offering (the “IPO”), unless Maxim Group LLC (“Maxim”) determines that an earlier date is acceptable, but in no event will the Class A Ordinary Shares and Rights be traded separately until the Company files with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds from the IPO including the proceeds received by the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised. If Maxim allows separate trading of the Class A Ordinary Shares and Rights prior to the 52nd business day after the date of the Prospectus, the Company will file a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.

 

The terms of the Rights are governed by a rights agreement (the “Rights Agreement”), dated as of [●], 2025, between the Company and Odyssey Transfer and Trust Company, as the 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 Rights Agreement are on file at the office of Odyssey Transfer and Trust Company at  2155 Woodlane Drive, Suite 100, Woodbury, MN 55125 and are available to any Rights holder on written request and without cost.

 

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

 

Each Unit may be mandatorily split by the Company in connection with the closing of a Business Combination (as that term is defined in the Company’s amended and restated memorandum and articles of association, as amended from time to time (the “Memorandum and Articles”)).

 

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

 

This Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

 

By   [Seal]  
  Director   Chief Financial Officer

 

 

 

  

AI Infrastructure Acquisition Corp.

 

The Company will furnish without charge to each shareholder 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
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(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))

  

 

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 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).  

 

As more fully described in, and subject to the terms and conditions described in, the Prospectus, to the extent that Class A Ordinary Shares were issued as part of the Units, and subject to the terms of the Memorandum and Articles, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds with respect to the underlying Class A Ordinary Shares from the trust account established in connection with the IPO only in the event that (i) the Company redeems the Class A Ordinary Shares included in the Units and liquidates upon failure to consummate a business combination within the time period set forth in the Memorandum and Articles, or (ii) if the holder properly redeems for cash their respective Class A Ordinary Shares underlying the Units in connection with (1) a general meeting called to approve a business combination, upon consummation of such business combination, or (2) without a shareholder vote by means of a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed business combination) setting forth the details of a proposed business combination, or (3) in connection with a shareholder vote to amend the Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s business combination or to redeem 100% of the Class A Ordinary Shares underlying the Units if it does not consummate an initial business combination within the time set forth in the Memorandum and Articles or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.