Exhibit 4.1

  

   

  

  SPECIMEN UNIT CERTIFICATE

   

  NUMBER UNITS U-

   

  	SEE REVERSE FOR 

          CERTAIN 

          DEFINITIONS	Kernel Group Holdings, Inc.	 


   

  CUSIP [ ] 

   

  UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE

   

  WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE

   

  THIS CERTIFIES ____________________ 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 Kernel Group Holdings, Inc., a Cayman Islands exempted company (the
    “Company”), and one-half (1/2) 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 Citigroup
    Global Markets Inc. 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 exerciseable. 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		 	 
	 	President	 	Chief Financial Officer


   

  
  
    	 		 


  

  
     

  

  
   

  Kernel Group Holdings, 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 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 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 hereby irrevocably constitutes and appoints _____________________ Attorney to transfer said Units on the
    books of the within named Company with full power of substitution in the premises.

   

  	Dated:_____________	 
	 	
          Shareholder

           

          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)).	 


   

  
  
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  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) that would 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 (iii) if the holder(s) seek(s) to redeem for cash his, her or its 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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