Exhibit 4.2 


   





	 NUMBER 	   	 SHARES 
	 C- 	 	   	   	   
	   	   	   	   	   	   





 SEE REVERSE FOR CERTAIN DEFINITIONS 


 CUSIP 362425 100 


 g3 vrm 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 THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK
OF 


   


 G3
VRM 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 forced to redeem all of
its shares of Class A 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, 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. 


   


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


   


	   	   	   
	 Chief Executive Officer 	 [Corporate Seal] 	 Chief Financial Officer 
	   	 Delaware 	   
	   	   	   
	   	   	   
	   	   	   






    	 	 	 



    	 



    




   


 G3
VRM 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
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 

                                   
	
	 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 capital stock represented by
the within certificate, and hereby irrevocably constitutes and appoints 


   


 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(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 (OR ANY SUCCESSOR RULE). 
	   






    	 	 	 



    	 



    

   





 In each case, as more fully described in the
Company’s final prospectus 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 its initial public offering only in the event that (i) the Company redeems the shares of Class A common stock sold
in the Company’s 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 certificate of incorporation, 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 Class A common stock
sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common stock if it
does not consummate an initial business combination by the Last Date, or (iii) if the holder(s) seek(s) to redeem for cash his, her or
its respective shares of Class A 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.