Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


	
    SEE REVERSE FOR

    CERTAIN

    DEFINITIONS
	 	Velocity Merger Corp.	 	 


 


CUSIP [ ]


 


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 Velocity Merger Corp. Corporation, 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 Morgan Stanley & Co. LLC and BofA Securities, Inc. 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 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.


 


	By	 	 	 	 
	 	 	Chief Executive Officer	 	Chief Financial Officer


 



    


     


    

 


Velocity Merger 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 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
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 	 	 


 


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.