Exhibit 4.1


 


	
        NUMBER

        U-
	UNITS


 


CUSIP


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CLIMATE REAL IMPACT SOLUTIONS III ACQUISITION
CORPORATION


 


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

FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

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 Climate Real Impact Solutions III
Acquisition Corporation, a Delaware corporation (the “Company”), and one-fifth of one redeemable warrant (“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”), or (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
Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to [l],
2021, unless the representatives of the underwriters elect 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 Warrants are governed by a Warrant Agreement, dated as of [l],
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 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 duly
authorized officers of the Company.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer



 



    	 



     


    

 


Climate Real Impact Solutions III Acquisition
Corporation


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 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) 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In each case, as more fully described in the
Company’s final prospectus dated [l], 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 Class
A common stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business
combination by [l], 2023, (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 (a) 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 Class A common stock if
it does not consummate an initial business combination by [l], 2023 or (b) with
respect to any other provision 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 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.