Exhibit 4.1


 


	
        NUMBER

        U-__________

         
	 	
         
	UNITS
	SEE REVERSE FOR

 CERTAIN DEFINITIONS	BOWX
    ACQUISITION CORP.	 	 


 


CUSIP
103085 205


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD 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 BowX Acquisition Corp., a Delaware corporation (the “Company”), and one-third of one
redeemable warrant (“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 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”) and (ii) twelve 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                     ,
2020, unless UBS Securities LLC informs the Company of its decision to allow earlier separate trading, except that in no event
will the Common Stock and Warrants be separately tradeable earlier unless the Company has filed an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of its initial public offering and issued a press release announcing when such
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 __________ __, 2020, 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 seal of the Company and the facsimile signatures of its duly authorized officers.


 





	By	 	 	 
	 	 	 	 
	 	Chairman	 	 	                      Secretary


 


 


 






    


     


    

 


BowX
Acquisition Corp.


 


The
Company will furnish without charge to each shareholder 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                                 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.


 


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) SHOULD 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                           ,
2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only
with respect to the Class A common stock underlying this certificate in the event that (i) the Company redeems the shares of Class
A 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”) or (ii) if the holder seeks to redeem his shares upon consummation of,
or sell his shares in a tender offer in connection with, an initial business combination or in connection with certain amendments
to the Charter as provided therein. In no other circumstances shall the holder(s) have any right or interest of any kind in or
to the trust account.