Exhibit 4.2


 


	
    NUMBER

    C-
	 	SHARES
	 	 	 
	 SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	 
	 	 	CUSIP _______


 


ICG HYPERSONIC 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 (the “Common
Stock”), of ICG Hypersonic Acquisition Corp., a Delaware corporation (the “Company”), transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


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


 


	
	 	
  
	Authorized Signatory	 	Transfer Agent


 









    


     


    

 


ICG HYPERSONIC ACQUISITION
CORP.


 


The
Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity 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 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 Common Stock
represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


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


 


	Dated:


 


	 	 
	 	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:	 
	 	 
	 	 
	 	 
	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 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 the Company’s initial public offering only in the event that (i) the Company redeems the shares
of Common Stock 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 certificate of incorporation, as the same may be amended from
time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
pursuant to redemption rights properly exercised in connection with a stockholder vote to approve an amendment to the Charter to modify
the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate an initial business
combination within the period of time set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its
respective shares of 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.