Exhibit
        4.1

   

      

  	
          NUMBER

          U-

        	UNITS


  CUSIP
      [_________]

   

  SEE
      REVERSE FOR CERTAIN DEFINITIONS

   

  CLIMATE
        REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION

   

  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 Climate Real Impact Solutions II Acquisition Corporation, a Delaware corporation (the “Company”), and one-third
      of one redeemable warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to
      adjustment) of Common Stock 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 Common Stock and Warrants comprising the Units represented by this
      certificate are not transferable separately prior to           , 2021, unless the representatives of the underwriters elect 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 Company’s initial
      public 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           , 2021, 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 signatures of the duly authorized officers of the Company.

   

  	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


   

  
     

    
      

    

  

   

  Climate
        Real Impact Solutions II Acquisition Corporation

  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 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 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 OF ASSIGNEE)

   

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

   

  Units
      represented by the within Certificate, and does 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 (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 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 Class A common stock sold in the Company’s
      initial public offering and liquidates because it does not consummate an initial business combination by           , 2023, (ii) the Company
      redeems the shares of Class A 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 Company’s
      obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Class
      A common stock if it does not consummate an initial business combination by           , 2023 or (b) with respect to any other provision
      relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem
      for cash his, her or its respective shares of Class A 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.