Exhibit 4.2


 


	NUMBER

                                            NLIT-
	SHARES






 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
66538L105


 


NORTHERN
LIGHTS ACQUISITION 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                      


 


NORTHENRN LIGHTS ACQUISITION 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 June , 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.


 


	Co-Chief Executive Officers	 	Chief Financial Officer
	 	 	 
	 	 	 
	 	 	 


 






     


     


    

 





NORTHERN LIGHTS ACQUISITION
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


 


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)).


 






    2


     


    

 


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  June , 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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