Exhibit 4.1


 


	
    NUMBER

    U-__________
	 	UNITS


 


	SEE REVERSE FOR

CERTAIN DEFINITIONS	ACCRETION ACQUISITION CORP.	 


 


CUSIP 00438Y 206


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK,
AND ONE-HALF OF ONE WARRANT


 


	THIS CERTIFIES THAT	 	 




 


	is the owner of  	 	Units.  




 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.001 per share (“Common Stock”), of Accretion Acquisition Corp.,
a Delaware corporation (the “Company”), one right to receive one-tenth of one share of Common Stock (the “Right”),
and one-half of one warrant of the Company (“Warrant”). Each whole Warrant entitles the holder to purchase one share
of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable 30 days after the Company’s
completion of an initial merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses
or entities (a “Business Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on the
fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock,
Right(s), and Warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until ninety
(90) days following the IPO, unless EarlyBirdCapital, Inc. and Stephens Inc. inform the Company of their decision to allow earlier
separate trading, except that in no event will the Common Stock, Rights, and Warrants be separately tradeable until the Company has filed
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press
release announcing when such separate trading will begin. The terms of the Rights are governed by a Rights Agreement, dated as of ___________,
2021, between Continental Stock Transfer & Trust Company (“Continental”), as Rights 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. The terms of the Warrants are governed by a Warrant Agreement, dated as of ___________, 2021, between the Company and Continental,
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 Rights Agreement and 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. Witness the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.


 


	By	 	 	 
	 	 	 	 
	 	Chairman	 	Secretary


 






     


     


    

 


Accretion 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	 
	 	 	 	 	 	 	(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.


 


	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).	 


 






     


     


    

 


The holder(s) of this certificate shall be
entitled to receive a pro-rata portion of the funds from the trust account with respect to the Common Stock underlying the unit(s) represented
by this certificate only in the event that (i) the Company is forced to liquidate because it does not consummate an initial business
combination within the period of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same
may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert its shares upon consummation
of, or sell its shares in a tender offer in connection with, an initial business combination or in connection with certain amendments
to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.