Exhibit
4.1


 


SPECIMEN
UNIT CERTIFICATE


 


NUMBER
UNITS U-[__]


 


G
Squared Ascend II Inc.


 


	SEE REVERSE FOR	 	 
	CERTAIN	 	 
	DEFINITIONS	 	CUSIP G42041
    106


 


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 G Squared Ascend II Inc., 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 UBS Securities LLC 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 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 Registrar and Transfer Agent 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.


 


	By:	 	 	 
	 	Ward Davis	 	Tom Hoban
	 	Chief Executive Officer	 	Chief Financial Officer





     


     


    



G
Squared Ascend II Inc.


 


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


 


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 (i)
in the event of the redemption of the Company’s Ordinary Shares sold in its initial public offering if the Company 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) in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (A) to 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, and (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their
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 to or in the trust account.