Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS


 


U-


 


ACCELERATE ACQUISITION CORP.


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


UNITS CONSISTING OF ONE SHARE OF 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 (1) share of
Class A common stock, par value $0.0001 per share (“Common Stock”), of Accelerate Acquisition Corp., a Delaware corporation
(the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each
whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject
to adjustment). Each 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 business combination with
one or more businesses (each 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 UBS Securities LLC elects 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 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 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 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 Financial Officer	 



 




     


     


    

 


Accelerate 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 	____________ 	 
	 	(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.


 




    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 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 shares of Common Stock sold in its initial public offering 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 its initial public offering in connection with a stockholder vote to
amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to provide holders of shares of Class A common stock the right to have their shares redeemed 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 (b) with respect
to any other provisions relating to the rights of holders of Class A Common Stock 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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