Exhibit 4.2


 





NUMBER


C-[●]


SHARES


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [●]


 


ZIMMER ENERGY TRANSITION 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 THE PAR VALUE OF $0.0001 EACH
OF THE CLASS A COMMON STOCK OF


 


ZIMMER ENERGY TRANSITION ACQUISITION CORP.


 


(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be required to redeem all
shares of its Class A common stock if it is unable to complete a business combination by            ,
2023 (unless extended pursuant to the Corporation’s Certificate of Incorporation as in effect at such time), as more fully described
in the Corporation’s final prospectus dated           , 2021.


 


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


 


Witness the seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 


	 	 	 
	Chief Executive Officer	 	 Chief Financial Officer 
	 	 	 
	 	 	 
	Transfer Agent      	 	 
	 	 	 
	 	[Corporate Seal]

    Delaware	 





 





 






     


     


    

 


 


ZIMMER ENERGY TRANSITION ACQUISITION CORP.


 


The Corporation 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 Corporation 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 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 Corporation), 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 capital stock represented by the
within Certificate, and hereby irrevocably constitutes and appoints


 


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


 


Dated:


_______________________________________________________________________


 


Notice: The signature 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).


 






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In each case, as more fully described in the Corporation’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 Corporation redeems the shares of Class A common stock sold in the Corporation’s initial public offering
and liquidates because it does not consummate an initial business combination by the date set forth in the Corporation’s amended
and restated certificate of incorporation, (ii) the Corporation redeems the shares of Class A common stock sold in its initial public
offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation (A)
to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Class A common stock if it does not consummate
an initial business combination by the date set forth in the Corporation’s amended and restated certificate of incorporation or
(B) with respect to any provision 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 Class A common stock in connection with a tender offer (or proxy
solicitation, solely in the event the Corporation 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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