Exhibit 4.1


 


	NUMBER	 	UNITS
	U-	 	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP______ 


USA ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON
STOCK AND ONE-HALF 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 share
of Class A common stock, par value $0.0001 per share (“Common Stock”), of USA Acquisition Corp., a Delaware
corporation (the “Company”), and one-half of one redeemable warrant (each whole warrant exercisable for one
share of Common Stock) (the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common
Stock (subject to adjustment) 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 shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to
              , 2021, unless Jefferies LLC elects 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 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 will trade. 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 shares of Common Stock and Warrants comprising such Units.


 


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 a duly authorized signatory of the
Company.


 


	 	 	 	 	 
	Authorized Signatory	 	 	 	Transfer Agent






 






     


     


    

 


USA 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 equity
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(s), assign(s) and transfer(s) 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(es) 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 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 shares of 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 Amended and Restated Certificate of Incorporation, as the same may be






 





 



 


amended from time to time (the “Charter”), (ii) the Company
redeems the shares of 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 allow redemption in connection with the Company’s
initial business combination or to redeem 100% of the shares of Common Stock sold in its initial public offering if it does not consummate
an initial business combination by the Last Date or with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of 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.