Exhibit 4.2


 


	NUMBER

        -C
	SHARES


NORTHERN GENESIS ACQUISITION CORP. III


 


COMMON STOCK


 


	SEE REVERSE
    FOR

    CERTAIN DEFINITIONS	CUSIP [__________]


 


 





THIS CERTIFIES THAT ___________________________________________________________________________


 


is the owner of _____________________________________________________________________________



 


fully paid and non-assessable shares of common
stock of the par value of $0.0001 each of Northern Genesis Acquisition Corp. III, a Delaware 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 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 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 hereby 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 (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.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.


 


Dated: ____________________________________


 


	 	 	 
	CHAIRMAN	 	SECRETARY




 




     


     


    

 


 


Northern Genesis Acquisition Corp. III


 


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	under Uniform Gifts
    to Minors
	 	and not as tenants in common	Act ______________
	 	 	(State)


Additional abbreviations may also be used though not in the
above list.


 


The holder of this certificate shall be
entitled to receive a pro-rata portion of the funds from the trust account established by the Company only in the event that
(i) the Company liquidates because it does not consummate an initial business combination within the period of time set forth
in the Company’s Amended and Restated Certificate of Incorporation, or (ii) the holder validly converts shares of stock
represented hereby upon consummation of, or sells such shares in a tender offer in connection with, an initial business
combination or in connection with certain amendments to the Company’s Amended and Restated Certificate of
Incorporation. In no other circumstances shall the holder have any right or interest of any kind in or to such trust
account.


 


ASSIGNMENT


 


For value received, ________________________________________________
hereby sells, assigns, and transfers unto


 


 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 


	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER OF ASSIGNEE)	 
	 	shares


represented by the within Certificate, and does hereby irrevocably
constitute and appoint


 


	 	Attorney
	to transfer said shares
    on the books of the Company with full power of substitution in the premises.


 


	Dated: _________________________	 	 
	 	 	(SIGNATURE)



 

The
signature to the assignment must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and 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 SEC Rule 17ad-15).


 


	 	Signature guaranteed: