Exhibit 4.1


 


	NUMBER	 	 	 	UNITS
	U-	 	 	 	 
	
    SEE REVERSE FOR

    CERTAIN

    DEFINITIONS
	 	CLIMATEROCK	 	 
	 	 	 	 	CUSIPG2311X126


 


UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE
AND ONE-HALF OF ONE REDEEMABLE WARRANT,

EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY

SHARE AT A PRICE OF $11.50 PER SHARE


 


	THIS CERTIFIES THAT	 	 	 
	 	 	 	 	 
	is the owner of	 	 	Units.
	 	 	 	 	 	 	 


Each Unit (“Unit”) consists
of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of ClimateRock,
a Cayman Islands exempted company (the “Company”), one right (“Right”) and one-half
of one redeemable warrant (“Warrant). Each Right entitles the holder to receive one-tenth (1/10) of one Class A ordinary
share, subject to adjustment. Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share,
subject to adjustment. Each Warrant will become exercisable on the later of: (1) thirty days after the Company’s completion of an
acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination
with one or more businesses or entities (each a “Business Combination”), and (12) twelve months from the closing
of the Company’s initial public offering. Each Warrant will expire at 5:00 p.m., New York City time, five years after the completion
of the Company’s initial Business Combination or earlier upon redemption or liquidation. The Class A ordinary shares, the Rights
and the Warrants comprising the Units represented by this certificate will begin separate trading on [__] unless Maxim Group LLC elects
to allow earlier separate trading, 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 its initial public offering
and issuing a press release announcing when separate trading will begin. The terms of the Warrants and Rights are governed by a Warrants
Agreement and a Rights Agreement, dated as of [______], 2022, between the Company and Continental Stock Transfer & Trust Company,
as Warrants Agent and Rights 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 Warrants Agreement are on file at the office of the Warrants
Agent and Rights Agent at One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder or Right holder
on written request and without cost.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A ordinary shares and Warrants comprising such Units,
and the Rights will be exchanged for Class A ordinary shares pursuant to the terms of the Rights Agreement.


 


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 its duly authorized
officers.


 


	By	 	 
	 	Chief Executive Officer	 


 






    


     


    

 


CLIMATEROCK


 


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)
	 	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)


 


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


 


Attorney to transfer the said Units on the register
of members 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).


 









    2


     

    

 


In each case, as more fully described in the Company’s
final prospectus dated [   ], 2022, 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 its 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 by a date calculated by reference to the Company’s Amended and Restated Memorandum and Articles of Association, (ii)
the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the
Company’s Amended and Restated Memorandum and Articles of Association (a) to modify 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 by a date calculated
by reference to the Company’s Amended and Restated Memorandum and Articles of Association or (b) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity, 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.


 


 


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