EX-4.2






 Exhibit 4.2 
  

			
		 	 NUMBER 
C- 
SHARES 
SEE REVERSE FOR CERTAIN 
DEFINITIONS

CUSIP No. 65413D105


 NIGHTDRAGON 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 CLASS A COMMON STOCK, PAR VALUE $0.00001 
 EACH, OF 

NIGHTDRAGON ACQUISITION CORP. 

(THE “CORPORATION”) 

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 

The Corporation will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination by
            , 2023 (or, in certain circumstances, by             , 2023) (or such later date the Company’s amended and
restated certificate of incorporation may be amended to provide for), all as more fully described in the Corporation’s final prospectus dated             , 2021. 

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

Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers. 

 

					
	Chief Executive Officer	  	[Corporate Seal]
Delaware	  	Chief Financial Officer
			
		  		  	 American Stock Transfer & Trust Company, LLC
  

Transfer Agent and Registrar















 NIGHTDRAGON ACQUISITION CORP. 

The Corporation 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 Corporation 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 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 Corporation), 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 —	  	Custodian
		 		  	ACT	  	  
	  	  

	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 Corporation 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). 
 In each case, as more fully described in the Corporation’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 its initial public offering only in the event that (i) the Corporation 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 (or by             , 2023, in certain circumstances described in
the final prospectus) (or such later date as the Company’s amended and restated certificate of incorporation may be amended to provide for), (ii) the Corporation offers to redeem the shares of Class A common stock sold in its initial
public offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Class A
common stock if it does not consummate an initial business combination by             , 2023 (or by             , 2023, in
certain circumstances described in the final prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-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 Corporation 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.