Exhibit
4.1






 


	NUMBER	UNITS



 


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
[ ]


 


GATEWAY
STRATEGIC ACQUISITION CO.


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF 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 of Gateway Strategic Acquisition Co., a Cayman Islands exempted company (the “Company”),
transferrable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.


 


Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) 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”), or (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 Citigroup Global Markets Inc. elect 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. The terms of the Warrants are governed by a Warrant Agreement, dated as of                , 2021 (the “Warrant
Agreement”), 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.


 









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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




 






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Gateway Strategic Acquisition Co.


 


   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 A — 	 	  
	 	 	 
	 	CT 	Custodian   	 
	 	 	 	 
	 		(Cust)



 


	TEN ENT — as tenants by the entireties	 	 
	 	 	(Minor)
	 	 	 
	 	Under Uniform Gifts to Minors Act  
	 	 
	JT TEN     — as joint tenants with right of survivorship and not as tenants in common	(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 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).  	 
	 








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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 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 time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary
Shares included in the Units represented by this certificate in connection with (x) 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 or (y) 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 our
initial business combination or to redeem 100% of the Ordinary Shares if it does not consummate an initial Business Combination
within the time set forth in the Company’s Amended and Restated Memorandum and Articles of Association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, as the same
may be amended from time to time. 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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