EX-4.1





 Exhibit 4.1 
  

			
	NUMBER	  	UNITS
	U-	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP      

THIMBLE POINT ACQUISITION CORP. II 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND 

ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF

 CLASS A COMMON STOCK 

THIS CERTIFIES THAT                is the owner
of                Units. 
 Each Unit
(“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and
one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for
$11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock
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 Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior to                 , 2021, unless Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC elect to allow
earlier separate trading, 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. 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 registered by the 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 signature of two duly authorized signatories of the Company. 

 

					
	  
	 		  	  

	Authorized Signatory	 	                            	  	Transfer Agent
			
	  
	 		  	
	 Authorized Signatory
	 		  	

  












 Thimble Point Acquisition Corp. II 

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 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 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 	

 As more fully described in, and subject to the terms and conditions described in, the Company’s final
prospectus for its initial public offering dated          , 2021, the holder(s) of the Company’s Class A common stock 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 shares of Class A common stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial business combination by the date set forth (the “Last Date”) in the Company’s Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
(ii) the Company redeems the shares of Class A common stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by the Last Date or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy
solicitation, solely in the event the Company seeks stockholder 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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