Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-[__]


 


G Squared Ascend I Inc.


 


	SEE REVERSE FOR	 	 
	CERTAIN	 	 
	DEFINITIONS	 	CUSIP[___]




 


UNITS CONSISTING OF ONE CLASS
A ORDINARY SHARE AND ONE-THIRD 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 G Squared Ascend I Inc., a Cayman
Islands exempted company (the “Company”), and one-third (1/3) 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 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 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
UBS Securities 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 Registrar and Transfer Agent 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:	 	 	 
	 	Ward Davis	 	Tom Hoban
	 	Chief Executive Officer	 	Chief Financial Officer



 






     


     


    

 


G Squared Ascend I Inc.


 


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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY SUCCESSOR RULE).	 


 






     


     


    

 


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
(i) in the event of the redemption of the Company’s Ordinary Shares sold in its initial public offering if the Company
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) 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, and (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 to or in the trust account.