Exhibit 4.1


 


NUMBER U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 74327P204


 


PROGRESS
ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF 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 Progress
Acquisition Corp., a Delaware corporation (the “Company”), and one half of one redeemable warrant (“Warrant”).
Each Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable 30 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition,
or other similar business combination with one or more businesses or entities (a “Business Combination”), and
will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business
Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this
certificate are not transferable separately until ninety days following the IPO, unless EarlyBirdCapital, Inc. informs the Company
of its decision to allow earlier separate trading, except that in no event will the Common Stock and Warrants be separately tradeable
until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial
public offering and issued a press release announcing when such separate trading will begin. 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 Registrar of the Company. Witness the facsimile seal of the Company and
the facsimile signatures of its duly authorized officers.


 


	 	 	 	 
	By:	 	 	Secretary
	President	 	 


 






     


     


    

 


Progress 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 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
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)


 


 


 


 


___________________represented by the within Certificate,
and do hereby irrevocably constitute and appoint


 


__________________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 RULE).	 


 


The holder(s) of this certificate shall
be entitled to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this
certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business
combination within the period of time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as
the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares
upon consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in connection
with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in
or to the trust account.