Exhibit 4.2


 


	
        NUMBER

        C-
	
        SHARES

        CUSIP [●]

	SEE REVERSE FOR CERTAIN DEFINITIONS	 


 


ATLAS CREST INVESTMENT CORP.
III

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 Atlas Crest Investment Corp. III, 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


 






     


     


    

 


ATLAS CREST INVESTMENT CORP. III


 


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(S), 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 (OR ANY SUCCESSOR RULE).


 






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As more fully described in , and
subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering 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 the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by the date (the “Last Date”) 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 properly submitted in connection with a
stockholder vote to amend 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 by the Last Date 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.


 








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