Exhibit 4.2


 


	
     

    NUMBER C-
	SHARES
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 
	 	
    CUSIP 

    US82537G1 040

    



 


SHOULDERUP TECHNOLOGY ACQUISITION CORP.


 


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT _______ is the owner of _______
fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”),
of ShoulderUp Technology Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly authorized
signatory of the Company.


 


	 	 	 
	
    

    Authorized Signatory
	 	
    

    Transfer Agent



 




     


     


    

 


SHOULDERUP TECHNOLOGY ACQUISITION I, CORP.


 


The Company will furnish without charge to each
stockholder 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. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the
issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 


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	 	 	 
	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(S) OF ASSIGNEE(S))


 


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


 


shares of Common Stock represented by the within
Certificate, and hereby irrevocably constitutes and appoints


 






    2


     


    

 


Attorney to transfer the said shares of Common
Stock on the books of the within named Company with full power of substitution in the premises.


 


	
     

    Dated:
	 
	 	
    Notice: The signature(s) 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 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, _____________, , 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 redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions 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 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.


 


 


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