Exhibit 4.2


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	[ ] WARRANTS
	 	 	 


(THIS WARRANT WILL BE
VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


 


NEW YORK CITY TIME, FIVE
YEARS FROM THE CLOSING DATE OF THE CORPORATION’S INITIAL


BUSINESS COMBINATION)


 


LAAA MERGER CORP.


CUSIP [_]


WARRANT


 


THIS WARRANT CERTIFIES
THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring
on a date which is five (5) years from the completion of the Corporation’s initial business combination, to purchase one fully paid
and non-assessable share of common stock (the “Warrant Shares”), $0.0001 par value, of LAAA Merger Corp., a Delaware corporation
(the “Corporation”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall
be interpreted under the terms and conditions of the Warrant Agreement (as defined below).


 


The
Warrant entitles the holder thereof to purchase from the Corporation, from time to time, in whole or in part, commencing 30 days after
the completion of its initial business combination, a number of Warrant Shares initially at the price of $11.50 per full share (the “Warrant
Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock
Transfer & Trust (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the
Warrant Agreement, dated June 10, 2021, between the Corporation and the Warrant Agent (the “Warrant Agreement”). In no event
shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant
Shares of the Corporation. The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number
of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term “Warrant
Price” as used in this Warrant Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at
the time the Warrant is exercised. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption
Trigger Price (as defined below), and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to
certain conditions, be adjusted.


 


This
Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to
the terms of the Warrant Agreement or if it is not redeemed by the Corporation prior to such date.


 


Upon
any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered
holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been
exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by attorney
duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable
tax or other governmental charge.


 


The
Corporation and the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any
distribution to the registered holder(s), and for all other purposes, and neither the Corporation nor the Warrant Agent shall be
affected by any notice to the contrary.


 






     


     


    

 


This
Warrant does not entitle the registered holder(s) to any of the rights of a shareholder of the Corporation.


 


After
the Warrant becomes exercisable and prior to its expiration date, the Corporation reserves the right to call the Warrant at any time,
with a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call
if the last reported sale price of the shares has been equal to or greater than $18.00 per share (the “Redemption Trigger Price”)
for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which
notice of such call is given, provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”),
with respect to the shares of common stock underlying the Warrants issuable upon exercise must be effective and a current prospectus must
be available for use by the registered holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant
Agreement and such cashless exercise is exempt from registration under the Act. The call price is $0.01 per Warrant Share.


 


If
the foregoing conditions are satisfied and the Corporation calls the Warrant for redemption, each holder will then be entitled to exercise
his, her or its Warrant prior to the date scheduled for redemption; provided that the Corporation may require the Registered Holder who
desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise
the Warrants on a cashless basis if the Corporation so requires. Any Warrant either not exercised or tendered back to the Corporation
by the end of the date specified in the notice of call shall be canceled on the books of the Corporation and have no further value except
for the $0.01 call price.


 


	COUNTERSIGNED:	 
	 	 
	CONTINENTAL STOCK TRANSFER & TRUST	 
	 	 
	WARRANT AGENT	 
	BY:	 	 	 
	AUTHORIZED OFFICER	 
	DATED: 	 	 
	 	 
	(Signature)	 
	CHIEF EXECUTIVE OFFICER	 
	(Seal)	 
	(Signature)	 
	SECRETARY	 


 









     


     


    

 


[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed by the
Registered Holder(s) in Order to Exercise Warrants


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of common stock
in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and
not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	 	 	 	a “Cash Exercise” with respect to Warrant Shares; and/or
	 	 	 	 	a “Cashless Exercise” with respect to Warrant Shares because on the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Corporation shall deliver to the registered holder(s) shares of common stock pursuant to Section 3.3.2 of the Warrant Agreement.


 


The
undersigned requests that a certificate for such shares be registered in the name(s) of:


 


	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))





	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 


and, if such number of
Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants
be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:


 


	Dated:	 
	(SIGNATURE(S))	 
	(ADDRESS(ES))	 
	 	 
	(TAX IDENTIFICATION NUMBER(S))	 


 





ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


	For Value Received, hereby
sell(s), assign(s), and transfer(s) unto	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 
	 	 
	 	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))	 


 


	
    and to be delivered to
	 	 
	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 
	 	 
	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 






     


     


    

 


of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitute and appoint Attorney to transfer this Warrant Certificate on the books
of the Corporation, with full power of substitution in the premises.


 


	Dated:	 
	(SIGNATURE(S))	 


 


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).