Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


DECARBONIZATION PLUS ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE-HALF OF ONE WARRANT 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 Decarbonization
Plus Acquisition Corporation, a Delaware corporation (the “Company”), and one-half (1/2) of one 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 “Expiration Date”). The Common Stock and
Warrants comprising the Units represented by this certificate are not transferable separately prior to                          ,
2020, unless Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC 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 offering and issuing a press release announcing
when separate trading will begin. 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 signature of its duly
authorized officers.


 


	 	 	 
	Secretary	 	Chief Executive Officer


 


Decarbonization Plus Acquisition 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 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 __________
	 	 	 	 	 	 	 	(Cust)	(Minor)  
	TEN ENT	 	–	as tenants by the entireties	 	 	 	 
	 	 	 	 	 	 	 	 
	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 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.


  




    2


     


    

 


	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).	 	 


 


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 its initial public offering and liquidates because it does not consummate an initial business combination
by                          ,
2022, (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 redeem 100% of the Class A common stock if it does not consummate an initial business combination
by                          ,
2022 or (B) with respect to any other provision relating to the rights of holders of the Class A common stock 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.


 


 


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