Exhibit 4.2


 


NUMBER


 


NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN

DEFINITIONS

CUSIP


 


TETRAGON ACQUISITION CORPORATION I


 


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 OF THE
PAR VALUE OF $0.0001 EACH OF


 


TETRAGON ACQUISITION CORPORATION I

(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 required to redeem all of its shares of Class A
common stock if it is unable to complete a business combination by , 2023, or by such later date approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation, 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 of the Company.


 


Witness the facsimile signatures of its duly authorized
officers.


 


 


	[Title]	[Corporate Seal]

Delaware	[Title]


 


TETRAGON ACQUISITION CORPORATION I


 


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 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 ______

    (Cust)                       (Minor)

     

    Under Uniform Gifts to Minors Act _____________

                             (State)

	TEN ENT	—	as tenants by the entireties	 	 	 
	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 sell(s), assign(s) and
transfer(s) 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 capital stock represented by the within Certificate, and do(es) hereby irrevocably constitutes and appoints






 





 





Attorney to transfer the said 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:

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)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


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 Class A Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business
combination by             , 2023, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation, (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 (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of the shares of Class A Common Stock sold in its initial public offering if it does not complete its initial business
combination by              , 2023, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination
activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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.