Exhibit
4.1


 


SPECIMEN
UNIT CERTIFICATE


 


NUMBER
UNITS U-


 





	SEE REVERSE FOR	Victory Acquisition Corp.	 
	CERTAIN	 	 
	DEFINITIONS	 	 







 


CUSIP
G9460J 113


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD 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 Victory Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-third (1/3) 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 Credit Suisse Securities (USA) LLC and Wells Fargo Securities,
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










     


     


    

Victory
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 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.






    2 


     


    

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.





    3