Exhibit 4.1


 


	
    NUMBER

     

    GDSTU
	 	UNITS


 


GOLDENSTONE ACQUISITION LIMITED


 


	
    SEE REVERSE FOR

CERTAIN DEFINITIONS
	 	CUSIP 38136Y 201


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK,
ONE REDEEMABLE WARRANT, AND

ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT _________________________________________________________________________
is the owner of _________________________________________________________________________ Units.


 


Each Unit (“Unit”)
consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Goldenstone Acquisition
Limited, a Delaware corporation (the “Company”), one redeemable warrant (the “Warrant(s)”),
and one right (the “Right(s)”). Each redeemable warrant entitles the holder thereof to purchase one-half (1/2)
of one share of Common Stock at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s
completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the closing
of the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one share of Common Stock upon
the consummation of the Business Combination. The Common Stock, Warrants and Rights comprising the Units represented by this certificate
are not transferable separately prior to the 52nd day after the date of the prospectus relating to the closing of the Company’s
initial public offering (“IPO”), subject to earlier separation in the discretion of Maxim Group LLC, provided
that the Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance
sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading
will begin. The terms of the Warrants and Rights are governed by a warrant agreement (the “Warrants Agreement”)
and rights agreement (the “Rights Agreement”) respectively, dated as of [●], 2021, between the Company
and Continental Stock Transfer & Trust Company, as the warrant agent and rights agent, and is 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 copies of Warrant
Agreement and Rights Agreement are on file at the office of Continental Stock Transfer & Trust Company at 1 State Street, New York,
New York 10004 and is available to Warrants holder and Rights 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 of the Board	 	Chief Executive Officer


 






     


     


    




 


Goldenstone Acquisition Limited 


 


The Company will furnish without
charge to each stockholder 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 will 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.


 






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	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 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 his shares upon consummation of, or sell his 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.


 


 


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