Exhibit 4.1


 


[Form of Class A Ordinary Share Certificate]


 


NUMBER


 


C-


 


	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP [             ]




 


TortoiseEcofin
Acquisition Corp. III

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


This Certifies that


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF US$0.0001
EACH OF THE CLASS A ORDINARY SHARES OF


 


TortoiseEcofin
Acquisition Corp. III

(THE “COMPANY”)


 


transferable on the books of the Company in person or by duly
authorized attorney upon surrender of this certificate properly endorsed, and subject to the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time (the “Memorandum and Articles”).
The Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination within
the period of time set forth in the Company’s Memorandum and Articles, as more fully described in the Company’s final
prospectus dated , 2021.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


Witness the facsimile signatures of its
duly authorized officers.


 


	 	 	 
	Secretary	Cayman Islands	Chief Executive Officer 


 




     


     


    

 


TortoiseEcofin
Acquisition Corp. III


 


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 shares or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
Memorandum and Articles and resolutions of the Board of Directors providing for the issue of securities (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. 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(S) OF ASSIGNEE(S))


 





 






(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 





 



 





 



 





 



 


shares represented by the within Certificate, and hereby irrevocably
constitutes and appoints                    Attorney
to transfer the said shares on the books of the within named Company with full power of substitution in the premises.


 


Dated:


 





 






NOTICE: THE SIGNATURE(S) 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:


By


 





 






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 THE U.S. SECURITIES AND EXCHANGE COMMISSION 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                        , 2021, the holder(s) of the shares represented by 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 Class A ordinary shares 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 Memorandum
and Articles, (ii) the Company redeems the Class A ordinary shares sold
in its initial public offering in connection with a shareholder vote to approve an amendment to the Memorandum and Articles that
would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does
not consummate an initial business combination within the time period set forth therein or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A 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.