Exhibit 4.1

    

    

    SPECIMEN UNIT CERTIFICATE

    

    

    NUMBER UNITS

    U-

    SEE REVERSE FOR CERTAIN DEFINITIONS

    

    

    CUSIP _____________

    

    

    MERCURY ECOMMERCE ACQUISITION CORP.

    

    

    UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE

    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 Mercury Ecommerce Acquisition Corp., a Delaware corporation (the “Company”), and one-half (1/2) of one warrant (each whole warrant, a “Warrant”).  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) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, 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 Common Stock
      and Warrants comprising the Units represented by this certificate are not transferable separately prior to                , 2021, unless Needham & Company, LLC elects to allow earlier separate trading, subject to the Company’s filing of a Current
      Report on Form 8‐K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin.  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 Continental Stock Transfer & Trust Company, 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 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 its duly authorized officers.

    

    

    	 	 
	
            [Chief Executive Officer]

          	 


    
      
        


    

    
    

    

    Mercury Ecommerce 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

          	
            — as tenants in common

          	
            UNIF GIFT MIN ACT —

          	
            Custodian

          
	
            COM

          	 	 	 	 	 
	
            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.

          


    

    

    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 RULE).

          	 


    
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    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 shares of Class A common stock sold in its initial public offering and liquidates because it does
      not consummate an initial business combination by               , 2022, with an automatic six-month extension if the Company has signed a definitive agreement with respect to an initial business combination
      (or by              , 2023 if extended by the Company in accordance with the Company’s amended and restated certificate of incorporation and investment management trust agreement with Continental Stock Transfer & Trust Company to consummate a
      business combination), (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the
      substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or redeem 100% of the Class A common stock if it does not consummate an initial business combination by               , 2022, with an automatic six-month extension if the Company has signed a definitive agreement with respect to an initial business combination (or by              , 2023 if extended by the Company
      in accordance with the Company’s amended and restated certificate of incorporation and investment management trust agreement with Continental Stock Transfer & Trust Company to consummate a business combination) or (B) with respect to any other
      provision 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 Class A 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.

     

    

     

  

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