Exhibit 4.2


 


	 	NUMBER 
	 	C
	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP [●]


 


GEF ACQUISITION CORPORATION


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS


CLASS A ORDINARY SHARE


 


	This Certifies that	 
	  	 
	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001
EACH OF THE CLASS A ORDINARY SHARES OF


 


GEF ACQUISITION CORPORATION


(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 forced to redeem all of its Class A Ordinary
Shares if it is unable to complete a business combination by the date set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time, all as more fully described in the Company’s
final prospectus dated __________.


 


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


 


Witness the seal of the Company and the
facsimile signatures of its duly authorized officers.


 


	 	 	[Corporate Seal]	 	 
	Secretary	 	Cayman Islands	 	President 


 




     


     


    

 


GEF ACQUISITION CORPORATION


 


The Company will furnish without charge to each shareholder
who so requests 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 memorandum
and articles of association of the Company 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 ____
	TEN ENT	— 	as tenants by the entireties	 	(Cust)	(Minor)
	JT TEN	— 	as joint tenants with right	 	under Uniform Gifts to Minors
	 	 	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(S) OF ASSIGNEE(S))


 


	 


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


 


	 
	 
	 


Class A Ordinary Shares represented by the within Certificate,
and do hereby irrevocably constitutes and appoints


	 


 


Attorney to transfer the said Class A Ordinary Shares 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).


 


In each case, as more fully described in the Company’s
final prospectus 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 its initial public offering only in the event that 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 within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time, or 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.