Exhibit 4.1


 


	
    NUMBER

    U-__________
	 	UNITS
	 	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	SPRINGWATER SPECIAL SITUATIONS CORP.	 



 


CUSIP 85205U 206


 


UNITS CONSISTING 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 $0.0001 per share (“Common Stock”), of Springwater Special Situations Corp.,
a Delaware corporation (the “Company”), 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 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. informs the Company of its decision
to allow earlier separate trading, except that in no event will the Common Stock 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 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. Witness the facsimile seal of the Company and the facsimile signatures of its duly
authorized officers.


 


By


 





	 	 	 
	Chairman	 	  Secretary


 




     


    



    

 


Springwater Special Situations 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 ______
	 	TEN ENT –	as tenants by the entireties	  (Cust)                                        (Minor)
	 	JT TEN –	as joint tenants with right of survivorship	 under Uniform Gifts to Minors
	 	 	and not as tenants in common	 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 Corporation is forced to liquidate because it does not consummate an initial business combination within the
period of time set forth in the Corporation’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.