Exhibit 4.1


 


	NUMBER	UNITS


U-


 


SPECIMEN UNIT CERTIFICATE


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [ ]


 


Corner
Growth Acquisition Corp. 2

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD 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 Corner Growth
Acquisition Corp. 2, a Cayman Islands exempted company (the “Company”), and one-third (1/3) 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 Cantor Fitzgerald & Co. 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 Company’s 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, 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 Class A 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.


 


	[Chief Executive Officer]	 	[Chief Financial Officer]


 






     

     


    

 


Corner Growth Acquisition Corp. 2


 


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  	—	Custodian
	 	 	 	 	ACT  	 	 	 	 
	 	 	 	 	 	 	(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
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 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.


 


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.