Exhibit 4.2


 


	NUMBER	 
	 	NUMBER
	 	C
	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN
	 	DEFINITIONS
	 	CUSIP



 


PANACEA ACQUISITION 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 CLASS A COMMON STOCK
OF THE PAR VALUE OF $0.0001 EACH OF


 


PANACEA 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 a business combination by
                  , 2022, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and
restated certificate of incorporation, all as more fully described in the Company’s final prospectus dated
                  ,
2020.


 


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.


 


	Secretary	[Corporate Seal]

Delaware	Principal Executive Officer



 


PANACEA 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 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 ______ (Cust)(Minor)

         

	TEN ENT	—	as tenants by the entireties	 	 	 	Under Uniform Gifts to Minors Act _____________ (State)
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 



 


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


 


For value received, _______________hereby sell(s), assign(s)
and transfer(s) 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 do(es) 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 S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR
RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






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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 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 its initial public offering and liquidates because it does not consummate
an initial business combination by
                  , 2022, or by such later date approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation, (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 complete its initial
business combination by
                  , 2022, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business
combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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.


 


 


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