Exhibit 4.1


 


	NUMBER

        U-________
	UNITS


 


NORTHERN GENESIS ACQUISITION CORP. III


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE-QUARTER OF ONE WARRANT


 


	SEE REVERSE
    FOR

    CERTAIN DEFINITIONS	CUSIP [__________]


 


 


THIS CERTIFIES THAT ___________________________________________________________________________


 


is the owner of _____________________________________________________________________________Units


 


of Northern Genesis Acquisition Corp. III,
a Delaware corporation (the “Company”), each such Unit consisting of one (1) share of common stock, par value $0.0001
per share, of the Company (“Common Stock”), and one-quarter of one warrant of the Company (“Warrant”).
Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each
whole Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of an initial merger, capital
stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business
Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and
will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business
Combination, or earlier upon redemption or liquidation.


 


The Common Stock and Warrant(s) comprising
the Unit(s) represented by this certificate are not transferable separately until the 52nd day following the IPO, unless
Morgan Stanley& Co. LLC, Wells Fargo Securities, LLC and TD Securities
(USA) LLC inform the Company of their decision to allow earlier separate trading, except that in no event will the Common
Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of its IPO and issued a press release announcing when such separate trading will begin. The terms
of the Warrants are governed by a Warrant Agreement 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.


 


The Company will furnish without charge to
each shareholder who so requests 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. This certificate and the securities represented hereby are issued and shall be held subject to all the provisions
of the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.


 


Dated: ____________________________________


 


	 	 	 
	CHAIRMAN	 	SECRETARY



 



     


     


    

 


Northern Genesis Acquisition Corp. III


 


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	under
    Uniform Gifts to Minors
	 	 	and not as tenants in common	Act ______________
	 	 	 	 	 	 	(State)


Additional abbreviations may also be used
though not in the above list.


 


The holder of this certificate shall be entitled
to receive a pro-rata portion of the funds from the trust account established by the Company with respect to the Common Stock
underlying this certificate only in the event that (i) the Company 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, or (ii)
the holder validly converts his, her or its shares of stock represented hereby upon consummation of, or sell such shares in a
tender offer in connection with, an initial business combination or in connection with certain amendments to the Company’s
Amended and Restated Certificate of Incorporation. In no other circumstances shall the holder have any right or interest of any
kind in or to such trust account.


 


ASSIGNMENT


 


For value received, _______________________________________________
hereby sells, assigns, and transfers unto


 


 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 


	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER OF ASSIGNEE)	 
	 	Units


represented by the within Certificate, and does hereby irrevocably
constitute and appoint


 


	 	Attorney
	to transfer said Units
    on the books of the Company with full power of substitution in the premises.


 


	Dated:  	           	 	 
	 	 	(SIGNATURE)


 


The
signature to the assignment must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and 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 SEC Rule 17ad-15).


 


	 	Signature guaranteed: