EX-4.1





 Exhibit 4.1 
  

			
	 NUMBER
	  	UNITS
	 U-
	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP [•] 
 KENSINGTON
CAPITAL ACQUISITION CORP. V 
 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF
ONE 
 REDEEMABLE WARRANT, EACH WHOLE WARRANT 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
Share”), of Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and one-fifth (1/5) of one redeemable warrant (a
“Warrant”). Each whole Warrant entitles the holder to purchase one (1) Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. 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 Share and Warrants comprising the Units represented by this certificate are not transferable separately prior to
                ,                 unless UBS Securities 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 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                 , 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. 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. 

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Ordinary
Shares and Warrants comprising such Units. 
 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 Financial Officer














 Kensington Capital Acquisition Corp. V 

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 shares 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	  		  		  	
							
	JT TEN	  	—	  	as joint tenants with right of survivorship and 
not as tenants in common	  		  	(Cust)	  		  	(Minor)
		  		  		  		  		  	 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 whatsoever. 

 

  
 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 its 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
                ,                , 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, (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 to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Ordinary
Shares sold in its initial public offering if it does not consummate an initial business combination by
                ,                 or with respect to any other provisions relating to the
rights of holders of Ordinary Shares or pre-initial business combination activity, 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.