Specimen Unit Certificate

Exhibit 4.1

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE REDEEMABLE WARRANT,
EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY
SHARE AT A PRICE OF $11.50 PER SHARE

Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares”), of ClimateRock, a Cayman Islands exempted company (the “Company”) and one redeemable warrant (“Warrant). Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment). Each Warrant will become exercisable on the later of: (1) thirty days after the Company’s completion of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities (each a “Business Combination”), and (2) twelve months from the closing of the Company’s initial public offering. Each Warrant will expire at 5:00 p.m., New York City time, five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. The Class A ordinary shares and the Warrants comprising the Units represented by this certificate will begin separate trading on [__] unless Maxim Group LLC 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 its initial public offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrants Agreement, dated as of [______], 2022, between the Company and Continental Stock Transfer & Trust Company, as Warrants 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 Warrants Agreement are on file at the office of the Warrants Agent at One 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.

CLIMATEROCK

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:

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said Units on the register of members of the within named Company with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed:

In each case, as more fully described in the Company’s final prospectus dated [   ], 2022, 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 its initial public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by a date calculated by reference to the Company’s Amended and Restated Memorandum and Articles of Association, (ii) the Company redeems the Class A 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) to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial business combination by a date calculated by reference to the Company’s Amended and Restated Memorandum and Articles of Association or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A 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.