Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SPECIMEN
UNIT CERTIFICATE


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
[    ]


 


Corner
Growth Acquisition Corp.

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 Corner Growth 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 Cantor Fitzgerald & Co. elects 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 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 are exercisable.
The terms of the Warrants are governed by a Warrant Agreement, dated as of              ,
2020, 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.


 





	 	 	 
	[Chief Executive Officer]	 	[Chief Financial Officer]


  




     


     


    

 


Corner
Growth 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
	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 sells, assigns and transfers 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
RULES).


 


In
each case, as more fully described in the Company’s final prospectus dated ___________, 2020, 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.