Exhibit 4.2


 


	NUMBER	NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP G2263T 123


 


COLISEUM
ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


	This Certifies that 	 


 


	is the owner of 	 


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF THE PAR VALUE OF U.S.$0.001 EACH OF


 


COLISEUM
ACQUISITION CORP.

(THE “COMPANY”)


 


transferable on the register of members of the
Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed and subject to the Company’s
amended and restated memorandum and articles of association as may be amended and restated from time to time (the “Memorandum
and Articles”).


 


The Company will be forced to redeem all of its
Class A Ordinary Shares if it is unable to complete a business combination by              , 2023, or such by later date approved by the Company’s
shareholders in accordance with the Memorandum and Articles, 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 of the Company.


 


Witness the facsimile signatures of its duly authorized
officers.


 


	 	 	 
	[TITLE]	 	[TITLE]


 


Coliseum
Acquisition 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 Memorandum and Articles
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	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	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 represented by the within Certificate, and does hereby irrevocably constitute and appoint
	 
	 
	Attorney to transfer the said shares on the register of members of the within named Company 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 UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


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 by              , 2023, or by such later date approved by the Company’s shareholders in accordance with the Memorandum and Articles, (ii) the Company
redeems the Class A Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Memorandum
and Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial business combination or to redeem 100% of the Class A Ordinary Shares if it does not complete its initial business combination
by              , 2023, or by such later date approved by the Company’s shareholders in accordance with the Memorandum and Articles, or (B) with
respect to any other provision relating to the holder(s)’(s) rights or pre-initial business combination activity, or (iii) if the
holder(s) seek(s) to redeem for cash his, her, its or their 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
to or in the trust account.


 






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