Exhibit 4.1


 


NUMBER


U-


 


UNITS


SPECIMEN UNIT CERTIFICATE


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP G3R23D 110


 


GENESIS GROWTH
TECH Acquisition Corp.

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

ONE REDEEMABLE 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 Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the
“Company”), and one-half (1/2) of one redeemable warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share
(subject to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a
merger, share exchange, asset acquisition, share 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 Ordinary Shares and Warrants
comprising the Units represented by this certificate are not transferable separately prior to the 52nd day following the
date of the prospectus, unless Nomura Securities International, Inc. elects to allow earlier separate trading, subject to the
Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K 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 and
only whole Warrants are exercisable. 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.


 


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.


 


	
     

    
	 	
	Chief Executive Officer	 	Secretary







 






     


    


    

 


Genesis Growth Tech 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:


 


	
     

     
	 	 	UNIF GIFT MIN ACT	—Custodian
	TEN COM	—	as tenants in common	 		 	
	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
sells, assigns, and transfers 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.


 






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


 


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 the Company’s initial public offering only in the event that (i) the
Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business
combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as
the same may be amended from time to time, (ii) the Company redeems the 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) that would modify
the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed
in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete
its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to
the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective 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.


 


 


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