Exhibit 4.2


 


	             NUMBER	SHARES



______C


 


BOWX
ACQUISITION CORP. 


 


INCORPORATED
UNDER THE LAWS OF DELAWARE


 


CLASS
A COMMON STOCK


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	This
Certifies that	 CUSIP 103085 106



 


is
the owner of


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


BOWX
ACQUISITION 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 is unable to complete an initial business
combination within the time period set forth in its Certificate of Incorporation, as the same may be amended from time to time.

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.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	SECRETARY



 





 






    


     


    

 





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.


 


BowX
Acquisition Corp.


 


The
Company will furnish without charge to each stockholder 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 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 (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.


 


For
value received, ___________________________ hereby sell, assign and transfer unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER


      IDENTIFYING
NUMBER OF ASSIGNEE


 


	 

                                            
	 


 


 


 



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


 


 





 



 


__________________________________________________________________________________________shares


 


of
the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


_________________________________________________________________________________________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 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:


 


 


 






THE
SIGNATURE(S) SHOULD 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).


 


In
each case, as more fully described in the Company’s final prospectus dated             
    , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from
the trust account in the event that (i) the Company redeems the shares of Class A common stock 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 Certificate of Incorporation, as the same may be amended from time to time (the “Charter”)
or (ii) if the holder seeks to redeem his shares upon consummation of, or sell his shares in a tender offer in connection with,
an initial business combination or in connection with certain amendments to the Charter as provided therein. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.