Exhibit 4.2


 


		NUMBER	SHARES



 


SEE REVERSE FOR

CERTAIN DEFINITIONS


CUSIP [ ]


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


Corner
Growth Acquisition Corp. 3


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 US$0.0001 EACH OF Corner Growth Acquisition CORP.
3 (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	 	Chief Financial Officer
	___________________________________________	 	______________________________________________


 






    


     


    

 


Corner
Growth Acquisition Corp. 3


 


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)
	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 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 OR ANY SUCCESSOR RULE).


 


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 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 provision relating to the rights of holders of the Class A ordinary
shares, 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.


 








    3