EX-4.2





 Exhibit 4.2 
  

			
	NUMBER	  	NUMBER 
C 
SHARES 
SEE REVERSE FOR 
CERTAIN 
DEFINITIONS 
CUSIP [●]

 ANGEL POND HOLDINGS CORPORATION 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARES 
 This
Certifies that 
 is the owner of 

FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF A PAR VALUE OF US$0.0001 EACH OF 

ANGEL POND HOLDINGS CORPORATION 

(THE “COMPANY”) 
 transferable on
the register of members of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 
 The Company will be
obligated to redeem all of its Class A Ordinary Shares if it is unable to complete a business combination by                     , 2023, or by
such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, 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

  

	
	
	  

	Transfer Agent













 ANGEL POND HOLDINGS CORPORATION 

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 of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Class A Ordinary Shares represented thereby are issued and shall
be held subject to all the provisions of the amended and restated memorandum and articles of association of the Company and all amendments thereto and resolutions of the Company’s 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) 
under Uniform Gifts to Minors
						
	JT TEN	 	—	  	as joint tenants with right of survivorship and not as tenants in common	  		  		  	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 represented by the within Certificate, and does
hereby irrevocably constitute and appoint 
  
  

Attorney to transfer the said shares on the register of members 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
                    , 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 by                     , 2023 or by such later date approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association, (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) 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 Ordinary Shares if it does not consummate an initial business combination by                     , 2023 or by such later date approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, 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.