Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP [●]


 


GP INVESTMENTS ACQUISITION CORP.


 


UNITS CONSISTING OF ONE ORDINARY SHARE AND
ONE-HALF OF ONE WARRANT TO


PURCHASE ONE ORDINARY SHARE


 


THIS CERTIFIES THAT                                         is
the owner of                     Units.


 


Each Unit (“Unit”) consists of one (1)
ordinary share, par value $0.0001 per share (“Ordinary Shares”), of GP Investments Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and one-half of one warrant (the “Warrant”).
Only whole warrants are exercisable. Each whole Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment)
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 “Expiration Date”). The Ordinary Shares and Warrants comprising
the Units represented by this certificate are not transferable separately prior to             ,
20            , unless Citigroup Global Markets 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 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             , 2015, 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 17 Battery Place, 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 signature of its duly authorized
officers.


 


	 	 	 	 	 
	 	 	 	 	 
	Chairman	 	 	 	Chief Executive Officer


 


	 
	 
	 
	GP Investments 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
	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	
        Act                      

        (State)








  


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


 


For value received,                        hereby
sell, assign and transfer 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).	 	 


 


In each case, as more fully described in the Company’s final
prospectus dated            , 2015, 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 the Company redeems the ordinary shares sold in its initial public offering and
liquidates because it does not consummate an initial business combination by __________, 20__ or if an amendment is approved to
Article 48.4(a) of the Company's memorandum and articles of association that would affect the substance or timing of the Company's
obligation to redeem the shares issued in its initial public offering if the Company did not complete its business combination
within 24 months from closing of the initial public offering or 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.