Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


	SEE REVERSE FOR 	Spring Valley Acquisition Corp. II



CERTAIN


DEFINITIONS


 


CUSIP G83752 124


 


UNITS CONSISTING OF ONE CLASS A
ORDINARY SHARE AND ONE-HALF 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 Spring Valley Acquisition Corp. II, 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. and RBC Capital Markets, LLC elect 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 the sale of the private placement warrants
and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation
of the Units and only warrant 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



 






     


     


    

 


Spring Valley Acquisition Corp. II


 


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.


 






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For value received,                 
hereby sells, assigns and transfers unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	Units represented by the within Certificate, and do 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 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 (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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