Exhibit 4.2


 


	NUMBER	 	
     

    NUMBER

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


 


TRADEUP ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

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 COMMON STOCK OF


 


TRADEUP ACQUISITION CORP.

(THE “CORPORATION”)


 


transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be forced to redeem all of
its shares of common stock if it is unable to complete a business combination by [●], 2022, all as more fully described in the Corporation’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 Corporation and the facsimile
signatures of its duly authorized officers.


 


	Chief Executive Officer	[Corporate Seal] Delaware	Chief Financial Officer
	 	 	 


 


TRADEUP ACQUISITION CORP.


 


The Corporation 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 Corporation 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 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 Corporation), 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:


 






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	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 Corporation with full power of substitution in the premises.


 






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	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 Corporation’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 Corporation 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 [●], 2022, (ii) the Corporation redeems the shares of common stock sold in its initial public offering in
connection with a stockholder vote (x) to amend the Corporation’s amended and restated certificate of incorporation to modify the
substance or timing of the Corporation’s obligation to redeem 100% of the common stock if it does not consummate an initial business
combination by [●], 2022 or (y) 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 Corporation 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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