Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


	SEE REVERSE FOR 

CERTAIN DEFINITIONS	Iconic Sports Acquisition

 Corp.	 


 


CUSIP [ ]


 


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

REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES ____________________ 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 Iconic Sports Acquisition
Corp., 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 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 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 Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. LLC elect 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 exerciseable. 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 1 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 signatures
of its duly authorized officers.


 






    


     


    

 


	By	 	 	 
	 	Co-Chief Executive Officer	 	Chief Financial Officer


 


Iconic Sports 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	 	 	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(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 
	 
	 


 









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_________________________ 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 RULE)).	 


 


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 (A) that would modify
the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed
in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete
its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to
the rights of holders of the Ordinary Shares, 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.


 






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