Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	
        NUMBER
	NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP


 


SDCL EDGE ACQUISITION 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 THE PAR VALUE OF U.S.$0.0001 EACH OF


 


SDCL EDGE ACQUISITION CORPORATION

(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 register
of members 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 of the Company.


 


Witness the facsimile signatures of its
duly authorized officers.


 


	 	 	 
	[TITLE]	 	[TITLE]


 




     


     


    

 


SDCL EDGE ACQUISITION 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 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 amended and restated memorandum and articles of association 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)

        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.

         



 






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	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 UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED) 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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