Exhibit 4.1


 


	
        Number

        U-
	 	Units


 


CUSIP 147151 203


 


SEE REVERSE FOR CERTAIN DEFINITIONS


Cascade
Acquisition Corp.


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-

 half OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT __________ is the owner
of _________ Units.


 


Each Unit ("Unit") consists of
one (1) share of Class A common stock, par value $0.0001 per share ("Common Stock"), of Cascade Acquisition Corp., a
Delaware corporation (the "Company"), and one-half of one redeemable warrant (each whole warrant, a "Warrant").
Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock 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,
capital stock exchange, asset acquisition, stock 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 Common Stock and
Warrants comprising the Units represented by this certificate are not transferable separately prior to __________, 2020, unless
the representatives of the underwriters 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 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 will trade. 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.


 


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 the
duly authorized officers of the Company.


 


	 	 	 
	
        Chief Executive Officer
	 	Transfer Agent


 






     


     


    

 


Cascade 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 stock 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 and
    not as tenants in common	 	under Uniform Gifts
    to Minors Act
	 	(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 does 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 __________, 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 shares of Class A common stock sold in the Company's initial
public offering and liquidates because it does not consummate an initial business combination by the date set forth in the
Company's amended and restated certificate of incorporation, (ii) the Company redeems the shares of Class A 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 Company's obligation to allow redemption in connection with the
Company's initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial
business combination by the date set forth in the Company's amended and restated certificate of incorporation or (b) with
respect to any other provisions relating to stockholders' rights or pre-initial business combination activity, or (iii) if
the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A 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.