EX-4.1





 Exhibit 4.1 
  

			
	 NUMBER
	  	UNITS
	 U-
	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP______ 
 VENICE
BRANDS ACQUISITION CORP. I 
 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND
ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK 

THIS CERTIFIES
THAT                            is the owner
of                                    Units. 

Each Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of Venice Brands Acquisition Corp. I, a Delaware corporation (the “Company”), and one-half of one redeemable warrant (each whole warrant exercisable for one share
of Common Stock) (the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each
whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each
a “Business Combination”), 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 shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior
to                , 2021, unless Jefferies LLC elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s 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 will trade. The terms of the Warrants are governed by a Warrant Agreement, dated as
of                , 2021, between the Company and American Stock Transfer & Trust Company, LLC, 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 6201 15th Avenue, Brooklyn, New York 11219, 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 shares of
Common Stock and Warrants comprising such Units. 
 This certificate is not valid unless countersigned by the Transfer Agent and registered
by the 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 signature of a duly authorized signatory of the Company. 

 

					
	 Authorized Signatory
	 		  	 Transfer Agent














 VENICE BRANDS ACQUISITION CORP. I 

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 equity 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(s), assign(s) and transfer(s) 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 do(es) 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
whatsoever.
	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	  	

 As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its
initial public offering 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 shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by the date set forth (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the same may be 












 
amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder
vote to amend the Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the shares of Common Stock sold in its initial
public offering if it does not consummate an initial business combination by the Last Date or with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder 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.