NUMBER

Exhibit 4.1

CUSIP 68245V 202

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

THIS CERTIFIES THAT ________________________________________________________________________

is the owner of ___________________________________________________________________________ Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of 1347 Capital Corp., a Delaware corporation (the “Company”), one (1) right (“Right”) to receive one-tenth of one share of Common Stock upon the Company’s completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) and one (1) warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock. The Company will not issue fractional shares of Common Stock. As a result, holders of Warrants must exercise Warrants in multiples of two Warrants, at a price of $11.50 per full share of Common Stock, subject to adjustment as described in the prospectus relating to the Company’s initial public offering (“Prospectus”), to validly exercise Warrants. The Common Stock, Warrant(s) and Right(s) comprising the Unit(s) represented by this certificate are not transferable separately prior to the ninetieth day after the date of the Prospectus, unless EarlyBirdCapital, Inc. determines that an earlier date is acceptable, subject to certain items occurring as described in the Prospectus. The rights of holders of Common Stock are set forth in the Amended and Restated Certificate of Incorporation of 1347 Capital Corp. The rights of holders of Rights and Warrants are set forth in the Prospectus and the applicable Rights Agreement and Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent and Warrant Agent, respectively.

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.

1347 Capital 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 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:

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 said Units on the books of the within named Company will full power of substitution in the premises.

Dated ________________________ 

Signature(s) Guaranteed: