Exhibit 4.2


 


	NUMBER	SHARES
	C-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP G2614K 110


 


D8 HOLDINGS CORP.


 


CLASS A ORDINARY SHARES


 


THIS CERTIFIES THAT
              is the owner of                 
Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of D8 Holdings
Corp., a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in
person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile
signature of a duly authorized signatory of the Company.


 


	Authorized Signatory	 	 	 	Transfer Agent
	 	 	 	 	 
	 	 	 	 	 



 






     


     


    

 


 D8 Holdings Corp.


 


The Company will furnish
without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity 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 of the Company 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
	JT TEN	 — 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
        _____________________________

        (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))


 


Class A Ordinary Shares represented by the within certificate,
and do hereby irrevocably constitute and appoint


Attorney to transfer the said
Class A Ordinary Shares 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) 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 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). 	 


 


As more fully described
in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated          , 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
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 time 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, or (ii) if the holder(s) properly redeem
for cash his, her or its respective Class A Ordinary Shares represented by this certificate in connection with (x) 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 or (y) a shareholder vote to amend the Company’s Amended
and Restated Memorandum and Articles of Association (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 Ordinary
Shares if it does not consummate an initial business combination within the 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 or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial Business Combination activity. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.