Exhibit
4.1


 


	
    NUMBER

     

    U-__________

     
	  	UNITS
	SEE REVERSE FOR CERTAIN DEFINITIONS	INCEPTION GROWTH ACQUISITION LIMITED	 
	 	 	 


 




CUSIP [ ]


 


UNITS CONSISTING OF ONE SHARE
OF COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT


 


THIS CERTIFIES THAT 


 


is the owner of                                                                                                                                                        Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, with a par value of $0.0001 per share (“Common Stock”), of Inception Growth Acquisition
Limited, a Delaware corporation (the “Company”) and three-quarters (3/4) of one (1) redeemable warrant (“Warrant”).
Each whole redeemable Warrant entitles the holder thereof to purchase one (1) share of Common Stock at a price of $11.50 per full share
(subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”) or (ii) [_________], 2022 [first anniversary of the effective date of the registration statement], and, unless exercised
earlier, will expire at 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 thereof or the Company’s liquidation. The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to the fifty-second (52nd) day after
the date of the prospectus relating to the Company’s initial public offering, unless EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) determines that an earlier date is acceptable, but in no event will the Common Stock and Warrants be traded
separately until the Company files with the Securities and Exchange Commission (the “SEC”) a current report on Form 8-K which
includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds from its initial public offering including
the proceeds received by the Company from the exercise of the over-allotment option thereto, if the over-allotment option is exercised.
If the over-allotment option is exercised after the date of the prospectus, we will file an amendment to the Form 8-K or a new Form 8-K
to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or
amendment thereto, or in a subsequent Form 8-K, information indicating if the underwriters has allowed separate trading of the Common
Stock and Warrant prior to the fifty-second (52nd) day after the date of the prospectus.


 


The terms of the Warrants are governed
by a warrant agreement (the “Warrant Agreement”), dated as of [●], 2021, between the Company and Continental Stock Transfer
& Trust Company, as the 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 Continental
Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004, and are available to any Warrant Holder, on written
request and without cost.


 


This certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile seal of the
Company and the facsimile signatures of its duly authorized officers.


 


This Unit Certificate shall be governed
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	[Seal]
	 	 
	By	 
	 	 
		
	Chairman	Chief Financial Officer



 






     


     


    

 


INCEPTION GROWTH ACQUISITION LIMITED


 


The Company will furnish without
charge to each shareholder 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 survivorship 	under Uniform Gifts to Minors	 
	 	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(s), assign(s) and transfer(s) unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)	 
	 	 
	 	 




 


	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, 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 will 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) SHOULD 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).	 


 


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 shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate an
initial business combination by [•], 2023 (or such later date as the Company’s amended and restated certificate of incorporation
may be amended to provide for), (ii) the Company offers to redeem the shares of Common Stock sold in its initial public offering in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or
timing of the ability of holders of Common Stock sold in the Company’s initial public offering to seek redemption in connection
with the Company’s initial business combination or the Company’s obligation to redeem 100% of such Common Stock if it does
not consummate an initial business combination by [•], 2023 or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, and the holder(s) of this certificate elects to have the shares of Common Stock held
by him, her or it redeemed pursuant to that offer, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its 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.