Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE



 


	 	 	 
	NUMBER	 	SHARES


 


EUROPEAN BIOTECH ACQUISITION CORP.  


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS  


CLASS A ORDINARY SHARES 


 


SEE REVERSE FOR 


CERTAIN DEFINITIONS 


 


CUSIP [ ] 


 


This Certifies that is the owner of 


 


FULLY PAID AND NON-ASSESSABLE CLASS A
ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF EUROPEAN BIOTECH ACQUISITION CORP. (THE “COMPANY”) 


 


Subject to the Company’s amended
and restated memorandum and articles of association, as the same may be amended from time to time, and 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 forced to redeem
all of its Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, 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. 


 


Witness the facsimile signatures of its
duly authorized officers. 


 


	 
	Dated:


	 	 	 	 	 
	Chief Executive Officer	 	Cayman Islands	 	Chief Financial Officer



 



    


     


    

EUROPEAN BIOTECH ACQUISITION CORP.


 


The Company will furnish without charge to each shareholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of shares 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 memorandum and articles of association, as the same may be amended from time to time, and resolutions of the
Board of Directors providing for the issue of Class A ordinary shares (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	) 
	 	 	 	 	 	 
	
        TEN

        

        ENT

         
	 	—	 	as tenants by the entireties	 	 	 	 	 	 	under Uniform Gifts to

Minors Act	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	(State)	 
	 	 	 	 	 	 	 	 
	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 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 represented by the within Certificate, and does hereby
irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company with full power
of substitution in the premises.


 


	 	 	 
	Dated:	 	 
	 	 
	 	 	Shareholder
	 	 
	 	 	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	 	 
	 	 
	 	 	 
	 	 
	 	 	 




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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).


 


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 its initial public offering only in the event that (i) the Company
redeems the Class A ordinary shares 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 memorandum and articles of
association, as the same may be amended from time to time, (ii) the Company redeems the Class A ordinary shares sold in its initial
public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class
A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or
to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination within the time
period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares,
or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender
offer (or proxy solicitation, solely in the event the Company seeks shareholder 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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