Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U- 


 


	SEE REVERSE FOR 

CERTAIN 

DEFINITIONS	Thrive Acquisition Corporation	 


 


UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE
AND ONE-HALF OF ONE REDEEMABLE

WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER 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 Thrive Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant
exercisable for one Ordinary Share) (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) Ordinary
Share for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the later
of (i) thirty (30) days after the Company’s completion of an inital 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 Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable
separately prior to ______________, 2021, unless BTIG, LLC elects to allow separate trading earlier, 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 its 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 ______________, 2021, 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 One 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 signature of its duly authorized
officers.


 


	By	 	 	 
	 	Chairman	 	Chief Financial Officer


 




     


     


    

 


Thrive 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	 
	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 sell(s), assign(s) and transfer(s) 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(es) 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:  	 	 	 
	 	 	 	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 whatsoever.


 






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	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 ______________, 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 by ______________, 2023, or by such later date approved by the Company’s shareholders in accordance with 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
allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares sold in
its initial public offering if the Company does not complete its initial business combination by ______________, 2023, or (B) with respect
to any other provision relating to the rights of the holders or pre-initial business combination activity, or (iii) if the holder(s)
seek(s) to redeem for cash his, her, its or their 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.


 


 


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