Exhibit 4.1

      

      

      

      SPECIMEN UNIT CERTIFICATE

    

    

    NUMBER UNITS

    U-

    

    

    SEE REVERSE FOR CERTAIN

    DEFINITIONS

    

    

    CUSIP [ ]

    

    

    LEARN CW INVESTMENT CORPORATION

    

    

    UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF 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 Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and one-half (1/2)
      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 Evercore Group L.L.C. 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 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 , 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 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.

          

    

    
      	By:

            	
               

            	
               

            	
               

            
	
               

            	Chief Executive Officer   

            	
               

            	 Chief Financial Officer


    

    
      
        


    

    LEARN CW INVESTMENT 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

          	 
	 	 	 	 	 	 	
            (Cust)

          	 	
            (Minor)

          
	 	 	 	 	 	 	 
	
            TEN ENT

          	
            —

          	
            as tenants by the entireties

          	 	 	 	
            under Uniform Gifts to Minors Act

          
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
            (State)

          
	 	 	 	 	 	 	 
	
            JT TEN

          	
            —

          	
            as joint tenants with right of

            survivorship and not as tenants in

            common

          	 	 	 	 


     

    

    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 hereby irrevocably constitutes and appoints Attorney to transfer said Units on the books of the within named Company with full power of substitution
      in the premises.

     

    

    	
            Dated

          	 	 	 
	 	 	 	
            Shareholder

             

            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 , 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 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 that would affect the substance or timing of the Company’s obligation to provide for the redemption of Class A ordinary shares in
      connection with an initial business combination or to redeem 100% of the Ordinary Shares if it does not consummate an initial business combination within the time period set forth therein, 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.