Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CLIMATE REAL IMPACT SOLUTIONS III ACQUISITION
CORPORATION


 


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 CLIMATE REAL IMPACT SOLUTONS III ACQUISITION CORPORATION

(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 forced to redeem all of
its shares of Class A common stock if it does not complete a business combination by [l],
2023 or such later date as may be approved by the Company’s stockholders in accordance with the terms of its amended and
restated certificate of incorporation, all as more fully described in the Company’s final prospectus dated [l],
2021.


 


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


 


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


 


[Corporate Seal]


Delaware


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer



 



    	 



     


    

 


CLIMATE REAL IMPACT SOLUTIONS III ACQUISITION
CORPORATION


 


The Company will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative participation 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	 
	 	 	 	 	 	 	 	 
	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 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 [l], 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 the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by [l], 2023,
(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 Class A common stock if it does not consummate an initial business combination by [l],
2023 or (b) with respect to any other 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 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.