Exhibit 4.1


 


	NUMBER

    U-
	 	UNITS


 


CUSIP
602680209


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


Mindset
Growth Opportunities I Corp.


 


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

HALF OF ONE 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 (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”),
of Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (each
whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of
Common Stock 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, capital stock 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 Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior
to [●], 2022, unless the representative of the underwriters 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 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 December [●], 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.


 


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 the duly authorized officers of the Company.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 





Mindset
Growth Opportunities I 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 stock 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 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 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 (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 December [●], 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 Class A 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 in the Company’s
amended and restated certificate of incorporation, (ii) the Company redeems the shares of Class A common stock sold in its initial public
offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) 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 Class A common stock if it does not consummate an initial business combination by the date set forth
in the Company’s amended and restated certificate of incorporation or (b) 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 or its respective
shares of Class A 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.