Exhibit 4.2

    

    

    	
            NUMBER

          	
            SHARES

          
	
            C-

          	 
	 	
            CUSIP [                             ]

          


    

    

    

    

    SEE REVERSE FOR CERTAIN DEFINITIONS

    TCG GROWTH OPPORTUNITIES CORP.

    

    

    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 TCG GROWTH OPPORTUNITIES CORP.

    (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           
        , 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              ,
      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

          


    

    

    
      
        


    

    

    

    TCG GROWTH OPPORTUNITIES CORP.

    

    

    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 SEC 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 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              , 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              , 2023 or (b) with respect to any other material 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.