Exhibit 4.1


 


	 	 	 	 	 
	NUMBER	 	 	 	UNITS 
	 	 	 
	U-	 	 	 	 
	
        SEE REVERSE FOR

        CERTAIN

        DEFINITIONS
	 	Jeneration Acquisition Corporation	 	 
	 	 	 	 	CUSIP  [·]


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT,

EACH WHOLE WARRANT ENTITLING THE HOLDER 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 (“Class A ordinary shares”), of Jeneration Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and one-fourth (1/4) of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Class
A ordinary share (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. 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 Class A ordinary shares and Warrants
comprising the Units represented by this certificate will begin separate trading on the 52nd day following the date of the prospectus
that is filed in connection with the offering of the Units (or, if such date is not a business day, the following business day)
unless Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. elect to allow earlier separate trading, 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 its 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. 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 One 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 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 signatures of its duly authorized officers.


 






    	 



    	 



    




	By	 	 	 	 	 	 
	 	Chief Executive Officer	 	Transfer Agent	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


Jeneration Acquisition Corporation


 


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	 	 
	TEN ENT –	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN –	 	as joint tenants with right of	 	Under Uniform Gifts to Minors 
	 	 	survivorship	 	 	 	 
	 	 	and not as tenants in common	 	 	 	Act _________________
	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 


Additional abbreviations may also be used though not in the
above list.


 


For value received,                            hereby sell, assign and transfer
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 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 RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).




 






    	 



    	 



    

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 Class A ordinary shares sold in its initial public offering
and liquidates because it does not consummate an initial business combination by a date calculated by reference to 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 Class A 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) 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 Class A ordinary
shares if it does not consummate an initial business combination by a date calculated by reference to the Company’s amended
and restated memorandum and articles of association or (b) with respect to any other provision relating to the rights of holders
of Class A ordinary shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A 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.