Exhibit 4.2


 


NUMBER





C-


 


SHARES


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 36382R102


 


GALLIOT 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


 


GALLIOT 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 offer to redeem
of all its shares of Class A common stock in connection with an initial business combination or to redeem all of its shares of Class A
common stock if it is unable to complete a business combination by            ,
2023 (unless extended pursuant to the Corporation’s Certificate of Incorporation as in effect at such time), 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.


 


	 	 	 
	Secretary	[Corporate Seal] Delaware	Chief Executive Officer




     


     


    

GALLIOT 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:


 


	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.


 


Dated:


 


	 	Notice: The signature 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 Class A common stock sold in the Company’s initial
public offering and liquidates because it does not


 




     


     


    

consummate an initial business combination by            
, 2023 (or such later date if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such
time), (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder
vote 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 Class A common stock if it does not consummate an initial business combination by             
, 2023 (or such later date if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such
time) or with respect to any other material provisions relating to stockholders’ rights of pre-initial business combination activity,
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 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.