Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


[__________] UNITS


U-[●]


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP: [_]


 


EMERALD
ESG ACQUISITION CORP.  


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND ONE HALF OF ONE 

WARRANT 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, $0.0001 par value per share (the “Common Stock”), of Emerald
ESG Acquisition Corp. a Delaware corporation (the “Corporation”), and one half of one warrant (each, a “Warrant”).
Each whole Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment).
Each Warrant will become exercisable thirty (30) days after the Corporation’s consummation of a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses
(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 Corporation consummates its initial Business Combination, or earlier upon redemption
of all outstanding shares of Common Stock included in the Units sold in the initial public offering by the Corporation of the Units (the
 “IPO”) or liquidation of the Corporation (the “Expiration Date”). The Warrant included
in this Unit will not become exercisable and will expire worthless in the event the Corporation fails to consummate a Business Combination
within 18 months from the date of the completion of the Corporation’s IPO.


 


The shares of Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to the 52nd day following the date of the final prospectus
relating to the IPO unless Citigroup Global Markets Inc., acting as representative of the underwriters, elects to allow separate trading
earlier, subject to the Corporation’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Corporation’s receipt of the gross proceeds of the 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 Corporation 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 Plaza, 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 Corporation.


 


Witness the facsimile signature of its duly authorized
officers.


 


	 	 	 
	President	 	Secretary


 


Transfer Agent:


 


	 	 	 
	Name:

Title:	 	 


 






     


     


    

 


EMERALD
ESG ACQUISITION CORP.  


 


The Corporation 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 shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions
applicable to the securities underlying and comprising the Units, including, as applicable, the Certificate of Incorporation and all amendments
thereto, the Warrant Agreement and the resolutions of the Board of Directors providing for the issue of securities (copies of which may
be obtained from the secretary of the Corporation), to all of which the holder(s) of this certificate by acceptance hereof assent(s).


 


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	 	 	 	 	 	 
	 	 	 	 	 	 	under Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 
	 	 	 	 	(State)


 


Additional abbreviations may also be used though
not in the above list.


 


For
value received, ________________ hereby sells, assigns and transfers unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	 
	 


 


_________________ Units represented by the
within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________ attorney to transfer the
said Units on the books of the within named Corporation with full power of substitution in the premises.


 


Dated
:


	 	 	 
	 	Notice:  	The signature(s) to this assignment must correspond with the name(s) 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) 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).	 


 


As more fully described in the Corporation’s
final prospectus relating to the IPO dated                     
, 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to
therein only in the event that (a) the Corporation redeems the shares of Common Stock sold in its initial public offering because it does
not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Corporation and one or more businesses (a “Business Combination”) within 18 months from the date
of the completion of the Corporation’s IPO, or (b) if the holder(s) seek(s) to redeem for cash his, her or its respective shares
of Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection with
(i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business Combination)
setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its
Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation
does not complete an initial Business Combination within the 18 month timeframe. 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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