Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	 	SHARES


 


EXCELSA ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS





CUSIP G32376116


 


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 EXCELSA ACQUISITION 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





    


     


    

EXCELSA 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 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
	TEN ENT —	as tenants by the entireties	 	 	(Cust)	(Minor)
	 	 	 	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))




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Class A ordinary 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED OR
ANY SUCCESSOR RULES).






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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 the Company’s 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 material provision relating to the rights of holders
of the Class A ordinary shares or pre-initial Business Combination activity, 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.




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