Exhibit 4.1


  


SPECIMEN
UNIT CERTIFICATE





	SEE
    REVERSE FOR

    CERTAIN

    DEFINITIONS	 	Excelsa
    Acquisition Corp.	 	 	 	NUMBER
    UNITS U-
	 	 	 	 	 
	 	 	 	 	 	 	CUSIP
    G32376108


 


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 Excelsa Acquisition Corp., 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 Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities 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 Company’s 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
	 	 
	By	 
	 	Chief Financial Officer









    


     


    







Excelsa
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 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
	TEN ENT —	as tenants by the entireties	 	 	(Cust)	(Minor)
	 	 	 	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 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED OR ANY SUCCESSOR RULES).


	 





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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 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 material provision
relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity, 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.





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