Exhibit 4.1


 


	NUMBER	 	     UNITS 
	U-	 	 




 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP _______


 


ICG HYPERSONIC ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-THIRD OF ONE

REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT                     
is the owner of          Units.


 


Each Unit (“Unit”)
consists of one share of Class A common stock, par value $0.0001 per share (“Common Stock”), of ICG
Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), and one-third of one redeemable warrant
(the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50
per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable on the later of
(i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar initial business combination with one or more businesses (a “Business Combination”),
and (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 Common Stock
and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2021, unless Barclays Capital
Inc. 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. No fractional Warrants will be issued
upon separation of the Units and only whole Warrants will trade. 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 One State Street, 30th Floor, New York, NY 10004, and are available
to any Warrant holder on written request and without cost.


 


Upon consummation of a Business
Combination, the Units represented by this certificate will separate automatically into the shares of Common Stock and Warrants comprising
such Units.


 


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 signature of a duly authorized
signatory of the Company.


 


	
	 	
  
	Authorized Signatory	 	Transfer Agent


 









    


     


    

 


ICG HYPERSONIC 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 equity 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 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 constitutes and appoints


 


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 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 the Company’s initial public offering only in the event that (i) the Company redeems the shares
of Common Stock 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 certificate of incorporation, as the same may be amended from
time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
pursuant to redemption rights properly exercised in connection with a stockholder vote to approve an amendment to the Charter to modify
the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business
combination within the period of time set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights 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.