Exhibit 4.1


  




	 	NUMBER UNITS

U-
	 	 
	SEE REVERSE FOR CERTAIN

DEFINITIONS	CUSIP 


 


NOBLE
ROCK ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER 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
(“Class A Ordinary Shares”), of Noble Rock Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), and one-third (1/3) of one redeemable warrant (the
“Warrant”). Each whole Warrant entitles the holder to purchase one (1) Class A Ordinary Share
(subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. 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 Class A Ordinary Shares and Warrants comprising the Units represented by this certificate will begin
separate trading on
                     ,
2021 unless Stifel, Nicolaus & Company, Incorporated, Oppenheimer & Co. Inc and William Blair & Company, L.L.C.
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 its 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. 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 One 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 registered by the Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the laws of the State of New York.


 


Witness the facsimile signature of its duly
authorized officers.


 


 





	 	 	 
	[TITLE]	 	[TITLE]



 






     


     


    

 


Noble Rock 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 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	 	 	 		 	
	 	 	 	 	 	 	 	 	 
	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, 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)
	 
	 
	 
	 
	 
	 
	Units represented by the within Certificate, and does 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:	 	 



 






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	 	 	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 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 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                     ,
2023, or by such later date approved by the Company’s shareholders in accordance with 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 allow redemption in connection with the Company’s
initial business combination or to redeem 100% of the Class A Ordinary Shares if it does not complete its initial business combination
by                     , 2023,
or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, or (B) with respect to any other provision relating to the holder(s)’(s) rights or
pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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 to or in the trust account.


 




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