Specimen Unit Certificate

EX-4.1 4 fs12021a5ex4-1_larkspur.htm SPECIMEN UNIT CERTIFICATE

Exhibit 4.1

 

NUMBER UNITS
U-  

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP 51724W 206 

 

LARKSPUR HEALTH ACQUISITION CORP.

 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-FOURTHS OF ONE WARRANT
EACH WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

 

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 Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and three-fourths of one redeemable warrant (the “Warrant”). Only whole Warrants are exercisable. Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) one year after the date that the registration statement for the Company’s initial public offering (“IPO”) is declared effective by the U.S. Securities and Exchange Commission (“SEC”), and (ii) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“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 (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to the 52nd day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation in the discretion of A.G.P./Alliance Global Partners, provided that the Company has filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading will begin. The terms of the Warrants are governed by a warrant agreement (the “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 Continental Stock Transfer & Trust Company 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 registered by the 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 signature of a duly authorized signatory of the Company.

 

     
Authorized Signatory   Transfer Agent

 

 

 

 

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

 

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

 

For value received,                      hereby sell, assign and transfer 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

 

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.

 

2

 

 

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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).

 

As more fully described, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering 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 Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (such date being referred to herein as the “Last Date”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder 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.

 

 

3