Exhibit 4.1


 


	
        NUMBER

        U- 
	 	 	 	UNITS
	 	 	 	 	 
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 


CUSIP
________


 


BRIGHTSPARK CAPITOL CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


 


UNITS


 


THIS CERTIFIES THAT____________________is
the owner of___________


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE-QUARTER OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT EXERCISABLE TO PURCHASE ONE SHARE OF CLASS A COMMON
STOCK


 


Each Unit (a “Unit”)
consists of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of BrightSpark
Capitol Corp., a Delaware corporation (the “Company”), and one quarter of one redeemable warrant (a “Warrant”).
Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each
whole Warrant will become exercisable 30 days after the Company’s completion of a merger, stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business
Combination”) (provided that the Company has an effective registration statement under the Securities Act
of 1933, as amended, covering the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them
is available and such shares are registered, qualified or exempt from registration under the securities or blue sky laws of the
state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances
specified in the Warrant Agreement (as defined below) as a result of (i) the Company’s failure to have an effective registration
statement by the 60th business day after the closing of its initial Business Combination or (ii) a notice of redemption
being delivered by the Company with respect to the Warrants), and will expire unless exercised before 5:00 p.m., New York City
time, on the fifth anniversary of the completion of the Company’s initial Business Combination, or earlier upon redemption
or liquidation. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately
prior to the 52nd day following the date of the prospectus relating to the Company’s intial public offering (the
“IPO”) (or, if such date is not a business day, the following business day), subject to earlier separation
in the discretion of Goldman Sachs & Co. LLC; provided that the Company has filed with the Securities and Exchange Commission
a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds
of the IPO and issued a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation
of the Units. The terms of the Warrants are governed by a warrant agreement, dated as of ______, 2021 (the “Warrant
Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “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.


 


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 the Company’s duly authorized officers.


 


	By	 	 	 
	 	Chairman of the Board	Secretary
	 	 	 


BrightSpark Capitol Corp.


 






     


     


    

 


The Company will furnish
without charge to each Unit holder 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 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.


 




    2


     


    

 


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) SHOULD 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).




 


In each case, as more
fully described in the final prospectus relating to the IPO, 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 IPO only in
the event that (i) the Company redeems the shares of Common Stock sold in the IPO and liquidates because it does not consummate
an initial Business Combination by the date set forth in the Company’s amended and restated certificate of incorporation,
(ii) the Company redeems the shares of Common Stock sold in the IPO in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial business combination or to redeem 100% of the Common Stock if it does
not consummate an initial Business Combination by the date set forth in the Company’s amended and restated certificate of
incorporation or with respect to any other provision relating to the rights of holders of the Common Stock 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 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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