Exhibit 4.2


 


	NUMBER	_______SHARES
	C-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [__]


 


UTXO ACQUISITION INC.


A DELAWARE CORPORATION


COMMON STOCK


 


THIS CERTIFIES THAT ___________________ is the owner of_____________


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE
SHARE EACH, OF


 


UTXO ACQUISTIION INC.


(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 must redeem all of its shares
of Common stock and liquidate if it is unable to complete an initial business combination within 15 months (which may be extended to 21
months as described in the prospectus) from the date of the completion of the Corporation’s initial public offering (excluding any
overallotment exercise), as more fully described in the Corporation’s final prospectus relating to the initial public offering
of its common stock as a part of the units being offered by it dated [             ],
2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness the facsimile signature of a duly authorized signatory of the
Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 




    



     


    

 


UTXO Acquisition Inc.


 


The Corporation will furnish
without charge to each unitholder who so requests, a statement of 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 hereby 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(s) of this certificate
by acceptance hereof assent(s).


 


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 sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


____________________________________________________________________________________


 


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE


 


____________________________________________________________________________________


 


____________________________________________________________________________________


 


____________________________________________________________________________________


 


________________Shares of the capital stock
represented by the Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________________________attorney
to transfer the said shares 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.


 






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Signature(s) Guaranteed:


 


	 	 
	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).	 


 


Legend: 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 funds from the trust account referred to therein only in the event that (a) the Corporation redeems the
shares of Common Stock sold in its initial public offering because it does not acquire, engage in a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”) within 15 months (which may be extended to 21 months as described in the prospectus) from the date of the
completion of the Corporation’s initial public offering (excluding any overallotment exercise), or (b) the holder(s) seek(s) to
redeem for cash his, her or its respective shares of Common Stock sold in the Corporation’s initial public offering (“Public
Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder
approval of the proposed Business Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking
stockholder approval of an amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase
100% of Public Shares if the Corporation does not complete an initial Business Combination within the 15 month (which may be extended
to 21 months as described in the prospectus) timeframe.  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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