Exhibit 4.1 


     


	 NUMBER 	   	 UNITS 
	 U- 	   	   	   	   
	   	   	   	   	   
	   	   	   	   	   	   


 SEE REVERSE FOR CERTAIN DEFINITIONS 


   


 CUSIP 362425 209 


   


 G3 VRM ACQUISITION CORP. 


   


 UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE RIGHT

TO RECEIVE ONE-TENTH OF 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 G3 VRM
Acquisition Corp., a Delaware corporation (the “Company”), and one right (the “Right”)
entitling the holder to receive one-tenth (1/10) of one share of Common Stock (subject to adjustment) upon 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”). The Common Stock and Rights comprising the Units represented by this certificate
are not transferable separately prior to ________, 2021, unless Maxim Group LLC elects to allow separate trading earlier, 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 Company’s initial public offering and issuing a press
release announcing when separate trading will begin. The terms of the Rights are governed by a Rights Agreement, dated as of _______,
2021, between the Company and Continental Stock Transfer & Trust Company, as Rights 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 Rights
Agreement are on file at the office of the Rights Agent at 1 State Street, 30th Floor,
New York, New York 10004, and are available to any Right 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 a duly authorized signatory of the Company. 


   


	   	   	   
	 Authorized Signatory 	   	 Transfer Agent 


    



    	 	 	 



    	 



    




   


 G3 VRM 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 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 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). 	   
	   	   


 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 its initial public offering only in the
event that (i) the Company redeems the shares of Class A common stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial Business Combination within the time period set forth in the Company’s amended and restated
certificate of incorporation, as the same may be amended from time to time (such date being referred to herein as the “Last Date”),
(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 to modify the substance or timing of the Company’s
obligation to redeem 100% of the Class A common stock if it does not consummate an initial Business Combination by the Last Date, 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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