Exhibit 4.1


 


	NUMBER

 U-__________	 	 	UNITS


 


	SEE REVERSE FOR

 CERTAIN

 DEFINITIONS	INCEPTION GROWTH ACQUISITION LIMITED	 


 


CUSIP [      ]


 


UNITS CONSISTING OF ONE
SHARE OF COMMON STOCK, ONE-HALF OF ONE WARRANT AND ONE RIGHT


 


THIS CERTIFIES THAT _____________________________________________________________


 


is the owner of ___________________________________________________________________Units.


 


Each Unit (“Unit”) consists of one (1) share of common
stock, with a par value of $0.0001 per share (“Common Stock”), of Inception Growth Acquisition Limited, a Delaware corporation
(the “Company”), one-half (1/2) of one (1) redeemable warrant (“Warrant”) and one right (“Right”).
Each whole redeemable Warrant entitles the holder thereof to purchase one (1) share of Common Stock at a price of $11.50 per full share
(subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”) or (ii) [_________], 2022 [first anniversary of the effective date of the registration statement], and, unless exercised
earlier, will expire at 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 thereof or the Company’s liquidation. Each Right entitles the holder
to receive one-tenth (1/10) of one share of Common Stock, subject to adjustment, upon the Company’s completion of a Business Combination,
provided that no fractional shares will be issued in connection with the Rights and holders must hold Rights in multiples of ten in order
to receive Common Stock upon the completion of a Business Combination. The Common Stock, Warrants and Rights comprising the Units represented
by this certificate are not transferable separately prior to the fifty-second (52nd) day after the date of the prospectus relating
to the Company’s initial public offering, unless EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) determines
that an earlier date is acceptable, but in no event will the Common Stock, Warrants and Rights be traded separately until the Company
files with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which includes an audited balance
sheet reflecting the receipt by the Company of the gross proceeds from its initial public offering including the proceeds received by
the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised. If the over-allotment option
is exercised after the date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial
information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a
subsequent Form 8-K, information indicating if the underwriters has allowed separate trading of the Common Stock, Warrants and Rights
prior to the fifty-second (52nd) day after the date of the prospectus.


 


The terms of the Warrants and
Rights are governed by a warrant agreement (the “Warrant Agreement”) and a rights agreement (the “Rights Agreement”),
respectively, each dated as of [●], 2021, between the Company and Continental Stock Transfer & Trust Company, as the warrant
agent and the rights agent, respectively, 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 and Rights Agreement are on file at the
office of Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, and are available to any Warrant
Holder and Rights Holder, on written request and without cost.


 


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


 


Witness the facsimile seal of
the Company and the facsimile signatures of its duly authorized officers.


 


This Unit Certificate shall
be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 





	 	 	 	[Seal]
	By	 	 	 
	 	Chairman	 	Chief Financial Officer


 




     


     


    

 


INCEPTION GROWTH ACQUISITION LIMITED


 


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 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

 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 sell(s), assign(s) and transfer(s) unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S)	 
	 	 
	 	 
	 	 


 


 





 



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


 





 



 


 





 






 


	 	 	 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 will 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 [•], 2021 (the “Final Prospectus”), 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 (i) the Company redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial business combination by the deadlines described in the Final Prospectus (or such later date
as the Company’s amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem
the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended
and restated certificate of incorporation (A) to modify the substance or timing of the ability of holders of Common Stock sold in the
Company’s initial public offering to seek redemption in connection with the Company’s initial business combination or the
Company’s obligation to redeem 100% of such Common Stock if it does not consummate an initial business combination by the deadlines
described in the Final Prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, and the holder(s) of this certificate elects to have the shares of Common Stock held by him, her or it redeemed
pursuant to that offer, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of common stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder 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.