EX-4.1


    
 Exhibit 4.1

 
 NUMBER UNITS

U-[●]
  

SEE REVERSE FOR CERTAIN
 DEFINITIONS

 
 CUSIP 37519D 206

 
 GIGCAPITAL3, INC.

 
 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF
ONE REDEEMABLE WARRANT
 TO PURCHASE ONE SHARE OF COMMON STOCK
  
 THIS
CERTIFIES THAT
                                        is the
owner of                     Units.
  

Each Unit (“Unit”) consists of one share of the common stock, par value $0.0001 per share (“Common Stock”), of
GigCapital3, Inc., a Delaware corporation (the “Company”) and one-half of one redeemable warrant to purchase one share of Common Stock (the “Warrant”). Each whole Warrant entitles
the holder to purchase one share 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 of the Units (the “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 “Expiration Date”).  The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately prior to [●], 2020, unless the underwriters elect 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 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
[●], 2020, between the Company and Continental Stock Transfer & Trust Company (“Continental”), 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 Continental 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.

 
 Witness the facsimile signature of its duly
authorized officers.
  

	 	 	 
	Secretary	 	President

  

GigCapital3, Inc.
  

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)
	 	 	 	 	 	Under Uniform Gifts to Minors
	 	 	 	 	 
	JT TEN	— 	as joint tenants with right of 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)

 

	 	 

  

                    
                     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.
	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)).	 

  
 In each
case, as more fully described in the Company’s final prospectus relating to the Offering, dated [●], 2020, 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 Offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Offering and liquidates because it does not consummate an initial Business Combination by [●],

 
 

  


 


  

2022, (ii) the Corporation redeems the shares of Common Stock sold in the Offering in connection with a stockholder vote to approve an amendment to any provision of
the Corporation’s Amended and Restated Certificate of Incorporation relating to its pre-initial business combination activity or the related stockholders’ rights, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its
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.