Exhibit 4.1


 




SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS


U-


 


	SEE REVERSE FOR

CERTAIN

DEFINITIONS	CC Neuberger Principal Holdings

                                                                III
	


 


CUSIP [ ]


 


UNITS CONSISTING OF ONE CLASS A
ORDINARY SHARE AND ONE-FIFTH 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 CC Neuberger Principal Holdings III, a Cayman Islands
exempted company (the “Company”), and one-fifth (1/5) 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 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 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	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


CC Neuberger Principal Holdings III


 


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	 	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of

        survivorship and not as tenants in

        common
	 	 	 	 


 


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

        RULES).
	 


 






     


     


    

 


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 that would affect the substance or timing of the Company’s
obligation to provide for the redemption of Class A ordinary shares in connection with an initial business combination or to
redeem 100% of the Ordinary Shares if it does not consummate an initial business combination within the time period set forth
therein, 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.