Exhibit 4.2


 


	
        NUMBER

        ___________C
	 	SHARES


 


Schultze
Special Purpose Acquisition Corp.


 


INCORPORATED
UNDER THE LAWS OF DELAWARE


 


COMMON
STOCK


 


	 	
        SEE REVERSE FOR

        CERTAIN DEFINITIONS



 


	This Certifies that	CUSIP 80821R 109
	 	 
	is the owner of	 


 


FULLY PAID
AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


Schultze
Special Purpose Acquisition Corp.


 


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 liquidate if it is unable to complete an initial business combination within the time period set
forth in the Company’s Certificate of Incorporation, as the same may be amended from time to time.

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

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


 


	 	Dated:	 	 
	 	 	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 





 




     


     


    

 


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	under Uniform Gifts to Minors
	 	and not as tenants in common	Act ______________
	 	 	                (State)


 


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


 


Schultze Special Purpose Acquisition
Corp.


 


The Company will furnish
without charge to each stockholder who so requests 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 Company’s Certificate of Incorporation and all amendments thereto and resolutions of the Board
of Directors (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.


 


For value received,
___________________________ hereby sell, assign and transfer unto


 


	
        PLEASE INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING NUMBER OF ASSIGNEE
	 
	 	 
	 

 	 


 


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


 


shares of the capital stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


	 	Attorney


 


to transfer the said stock 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 RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




     


     


    

 


The holder(s) of this
certificate shall be entitled to receive a pro rata portion of the funds from the trust account only in the event that (i) the
Company is forced to liquidate because it does not consummate an initial business combination within the period of time set forth
in the Company’s Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or
(ii) if the holder seeks to redeem his shares upon consummation of, or sell his shares in a tender offer in connection with, an
initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.