Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER
UNITS

U-


 


	SEE REVERSE FOR

CERTAIN

DEFINITIONS	CC Neuberger Principal Holdings II	 


 


CUSIP [ ]


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH 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 CC Neuberger Principal Holdings II, a Cayman Islands exempted company (the "Company"),
and one-fourth (1/4) 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
on the later of (i) 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 (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 "Expiration Date"). The Ordinary Shares
and Warrants comprising the Units represented by this certificate are not transferable separately prior to               
, 2020, unless Credit Suisse Securities (USA) LLC 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 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                  
, 2020, 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 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.


 


	By	 	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


CC
Neuberger Principal Holdings II


 


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:


 


	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
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(State)	 
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 


 


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.


 


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 RULES).


 






     


     


    

 


In each case, as more fully described in
the Company's final prospectus 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 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 that would affect the substance or timing of the Company's obligation to provide
for the redemption of Ordinary Shares in connection with an initial business combination or to redeem 100% of the Ordinary Shares
if the Company does not consummate an initial business combination within the time period set forth therein, 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.