Exhibit
4.2


 


	NUMBER	 	 

     

    NUMBER

	 	 	C-
    [●]
	 	 	SHARES
	 	 	SEE
    REVERSE FOR CERTAIN DEFINITIONS
	 	 	CUSIP
    090680 109


 


BIOTECH
GROUP ACQUISITION CORPORATION


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


 


BIOTECH
GROUP ACQUISITION CORPORATION

(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 public shares of Class A common stock if it is unable to complete a business combination
by [ ], 2023 (or a later date, if extended), all as more fully described in the Corporation’s final prospectus dated [ ], 2022.


 


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
	 	 	 


 






    


     


    

 


BIOTECH
GROUP ACQUISITION CORPORATION


 


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 ACT	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of 	 	 	
        

        under
        Uniform Gifts to Minors Act

        

	 	 	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))


 


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.





 






    2


     


    

 


	 	 
	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 [ ], 2022, 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 a later date,
if extended), (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in connection
with a stockholder vote (x) to amend the Corporation’s amended and restated certificate of incorporation 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 a later date, if extended) or (y) with respect to any other provisions 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
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.


 


 


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