Exhibit 4.2



 


Specimen Class A Common Stock Certificate


 


	 	 	NUMBER
	 	 	C-
	 	 	SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	
     

    CUSIP [   ]



 


MOTOR CITY 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 CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE,OF


 


MOTOR CITY ACQUISITION
CORP.

(THE “COMPANY”)


 


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 shares of Class A common stock if it is unable to complete a business combination within the time period
set forth in the Company’s amended and restated certificate of incorporation, 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 seal of the
Company and the facsimile signatures of its duly authorized officers.


 


	Chief Executive Officer	[Corporate Seal] 

Delaware	Chief Financial Officer
	 	 	 
	 	 	 



 


[Signature page to Amended and Restated


Certificate of Incorporation] 


 









    


     


    

 


MOTOR CITY ACQUISITION CORP.


 


The Company 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 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 certificate of incorporation and all amendments thereto and resolutions of the Company’s 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	 
	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 Class A
common stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 





 



Attorney to transfer
the said shares on the books of the within named Company with full power of substitution in the premises.


 


	Dated:__________	 
	 


________________________


Stockholder


 


	 


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 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 within
the time period set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time
to time (such date being referred to herein as the “Last Date”), (ii) the Company redeems the shares of Class A
common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation to modify the substance or timing of the Company’s obligation to provide holders of shares of Class
A common stock the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem
100% of the shares of Class A common stock by the Last Date, 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 Company 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.