Exhibit 4.1


 


	NUMBER	 	UNITS          




U-


 


SPECIMEN UNIT CERTIFICATE


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


ONE EQUITY PARTNERS OPEN WATER I CORP.


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE

WARRANT 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 One Equity Partners Open Water I Corp., a Delaware corporation (the “Company”),
and one-third (1/3) of one warrant (each whole warrant, a “Warrant”).  Each 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”), and (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 “Expiration Date”).  The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to              
, 2021, unless Credit Suisse Securities (USA) LLC elects to allow earlier separate trading, subject to the Company’s filing
with the Securities and Exchange Commission of a Current Report on Form 8-K 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. No fractional warrants will be issued upon separation of the Units and only whole warrants are
exercisable.  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.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Common Stock and Warrants comprising
such Units.


 


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.


 


	 	 	 
	Secretary	 	Chief Financial Officer


 






     


     


    

 


One Equity Partners Open Water I Corp.


 


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 RULES).


 


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 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, (ii) the Company redeems 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) that
would modify the substance or timing of the Company’s obligation to provide holders of the Common Stock the right to have
their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Common Stock
if the Company does not complete its initial business combination within the time period set forth therein or (B) with
respect to any other provision relating to the rights of holders of Common Stock, 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.