Exhibit 4.2


 


	
    NUMBER
	 	
    SHARES

	 	 	 
	EC-	 	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [_]


 


NUBIA BRAND
INTERNATIONAL CORP.


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


CLASS A
COMMON STOCK


 


This Certifies that


 


is the owner of


 


FULLY PAID AND
NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF


 


NUBIA BRAND INTERNATIONAL CORP.


(THE “COMPANY”)


 


transferable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be required to redeem
all of its shares of Common Stock if it is unable to complete a business combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
all as more fully described in the Company’s final prospectus dated         , 2021.


 


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


 


Witness the facsimile signatures of its
duly authorized officers.


 


	Chief Executive Officer	 	Chief Financial Officer
	 	 	 
	 	 	 




 




     


     


    

 


NUBIA BRAND
INTERNATIONAL 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 stock 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 Charter 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	 	 
	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(S) OF ASSIGNEE(S))


 


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


 


shares of the
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:	 
	By	 
	 
	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 OF 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         , 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 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 Charter, as the same may be amended from time
to time (such date being referred to herein as the “Last Date”), (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 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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