Exhibit 4.1


 


	 	NUMBER UNITS U-
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP G6448C111
	 	 


NEWCOURT ACQUISITION CORP


 


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

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 Shares”), of Newcourt Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and one-third of one (1) warrant (the “Warrant”).
Each whole Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment).
Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange,
asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business
Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, 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 Ordinary Shares and Warrants comprising the Units represented
by this certificate are not transferable separately prior to [______], 2021, unless Barclays Capital Inc. and Cantor Fitzgerald &
Co. elect 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 its initial
public offering and issuing a press release announcing when 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 One State Street, 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.


 


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.


 





	  [Title]  	 	[Title]  



 






    


     


    

 








Newcourt 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 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	 	 	(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 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 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 UNDER THE


SECURITIES ACT OF 1933, AS AMENDED).    



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
Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
by [______], 2023, (ii) the Company redeems the Class A 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 and timing of the
Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial business combination by
[______], 2023, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A 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.