Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


	
        SEE REVERSE FOR CERTAIN

        DEFINITIONS
	HealthCor Catalio Acquisition Corp.	NUMBER UNITS U-


 


 


CUSIP [ ] 


 


UNITS CONSISTING OF ONE CLASS A
ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY 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 (“Ordinary
Shares”), of HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”), and
one-fourth (1/4) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to
purchase one (1) Ordinary Share 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, share exchange, asset acquisition,
share 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 Ordinary Shares and Warrants comprising the Units represented by this certificate are not
transferable separately prior to         , 2021, unless
Jefferies 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 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 Ordinary Shares 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.


 


	By	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer



 






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HealthCor
Catalio Acquisition 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 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
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	TEN ENT	— 	as tenants by the entireties	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 
	 	 	 	 	 	(State)
	JT TEN	— 	as joint tenants with right of survivorship and not
as tenants in common	 	 	 	 
	 	 
	 	Additional abbreviations may also be used though not in the above list.


 






     


     


    

 


 


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 do hereby                                Attorney to transfer the irrevocably constitute and appoint 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 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 Company’s amended and restated memorandum and
articles of association, as the same may be amended from time to time, (ii) the Company redeems the 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
provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial
business combination or to redeem 100% of the Ordinary Shares 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 the Ordinary Shares or pre-initial business combination activity, or (iii) if the
holder(s) seek(s) to redeem for cash his, her, its or their respective 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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