Exhibit 4.1


 


	NUMBER	UNITS
	U	 
	SEE REVERSE FOR CERTAIN  DEFINITIONS	 


 


CUSIP


 


TRANSFORMATIONAL CPG ACQUISITION
CORP.


 


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 share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Transformational
CPG Acquisition Corp., a Delaware corporation (the “Company”), and one-third of one redeemable warrant
(the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50
per share (subject to adjustment). Only whole Warrants are exercisable. Each whole 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 Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior to , 2021, unless J.P. Morgan Securities LLC, BofA Securities Inc. and Nomura
Securities International, Inc. 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. 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 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 registered by the 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 signature of a duly authorized signatory of the Company.


 


		 	 
	Authorized Signatory	 	Transfer Agent


 






     


     


    

 


Transformational CPG
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 equity 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.


 






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	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)).


 


As more fully described in, and subject to the terms
and conditions described in, the Company’s final prospectus for its initial public offering 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 the Company’s initial public offering and liquidates because it does not consummate an initial business combination by
the date set forth (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the
same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in
its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Corporation’s initial business combination
or to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions 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 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.


 


 


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