Exhibit 4.1


 


	NUMBER	 	 	 	UNITS
	U-	 	 	 	 
	SEE
                                       REVERSE FOR

    CERTAIN

    DEFINITIONS
	 	CLIMATEROCK	 	 
	 	 	 	 	CUSIPG2311X126


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE REDEEMABLE WARRANT,

EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY

SHARE AT A PRICE OF $11.50 PER 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 (“Class A
ordinary shares”), of ClimateRock, a Cayman Islands exempted company (the “Company”) and one
redeemable warrant (“Warrant). Each Warrant entitles the holder to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment). Each Warrant will become exercisable on the later of: (1) thirty days after the Company’s
completion of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar
business combination with one or more businesses or entities (each a “Business Combination”), and (2) twelve
months from the closing of the Company’s initial public offering. Each Warrant will expire at 5:00 p.m., New York City time, five
years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. The Class A
ordinary shares and the Warrants comprising the Units represented by this certificate will begin separate trading on [__] unless Maxim
Group LLC elects 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 its initial
public offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a
Warrants Agreement, dated as of [______], 2022, between the Company and Continental Stock Transfer & Trust Company, as Warrants 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 Warrants Agreement are on file at the office of the Warrants Agent at One State Street, 30th Floor,
New York, New York 10004, and are available to any Warrant holder on written request and without cost.




 


Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class
A ordinary shares and Warrants comprising such Units.


 


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 signatures of its duly authorized officers.


 


	By	 	 
	 	Chief Executive Officer	 


 






     


     


    

 


CLIMATEROCK


 


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	 	under
    Uniform Gifts to Minors
	 	 	survivorship 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)


 


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


Attorney
to transfer the said Units on the register of members 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 (OR ANY SUCCESSOR RULE) UNDER THE
    SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In
each case, as more fully described in the Company’s final prospectus dated [   ], 2022, 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 a date calculated by reference to the Company’s Amended and Restated
Memorandum and Articles of Association, (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 (a) to modify the substance
or 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 a date calculated by reference to the Company’s Amended and Restated Memorandum and Articles of Association or (b)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, 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.