EX-4.1





 Exhibit 4.1 

SPECIMEN UNIT CERTIFICATE 
  

			
	 NUMBER U–[ ]
	  	UNITS
		
	 SEE REVERSE FOR CERTAIN DEFINITIONS
	  	CUSIP [ ]

 WAVERLEY CAPITAL ACQUISITION CORP. 1 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE 

REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER 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 Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), and one-fourth (1/4) 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 whole Warrant will become exercisable on the later of
(i) 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”) 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 Ordinary Shares and Warrants comprising the Units represented by this certificate
are not transferable separately prior to [                    ], 2021, unless Evercore Group L.L.C. and Morgan Stanley & Co. LLC elect 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 the Warrant Agreement, dated as of [                    ], 2021 (as amended, supplemented or
otherwise modified from time to time, the “Warrant Agreement”), 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 holder of the Warrants on written request and without cost. 
 The Units represented by this certificate will automatically separate
into the Class A Ordinary Shares and Warrants comprising such Units after completion of a Business Combination. 
 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 signatures of its duly authorized
officers. 
  

							
	 By:
	 	  
	  		  	  


		 	 Chief Executive Officer
	  		  	Transfer Agent













 WAVERLEY CAPITAL ACQUISITION CORP. 1 

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
						
	 	  	 	 	  	 	  	 	  	 	 	  	(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(S) OF ASSIGNEE(S)) 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) 

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(s) 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).


 As more fully described in, 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 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 further amended, supplemented or otherwise modified from time to
time, the “amended and restated memorandum and articles of association”), (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the 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.