Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	 	SHARES


 


Velocity Merger Corp.


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP [ ]


 


This Certifies that is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS A
ORDINARY SHARES OF THE PAR VALUE OF


US$0.0001
EACH OF Velocity Merger Corp. (THE “COMPANY”)


 


Subject to the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time, and 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 within the 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, 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 facsimile signatures of its duly
authorized officers.


 


	Dated: 





	Chief Executive Officer	 	Cayman Islands	 	Chief Financial Officer
	 	 	 	 	 


 



    


     


    

 


Velocity Merger Corp.


 


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 shares 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 memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board
of Directors providing for the issue of Class A ordinary shares (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	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right 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))


 


Shares represented by the
within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within
named Company with full power of substitution in the premises.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Shareholder



 


	 	 	 	 	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 Class A ordinary shares sold in its initial public offering and liquidates because it does
not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum
and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Class A ordinary shares
sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of
the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination
or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination within the time
period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary
shares, or (iii) 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.