EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER             
	  	                         SHARES
	 SEE REVERSE FOR CERTAIN DEFINITIONS

	
	CUSIP                     

 ZI TOPRUN ACQUISITION CORP. 

A DELAWARE CORPORATION 

COMMON STOCK 
  

			
	This Certifies that 	  	 
		
	is the owner of	  	 

 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE
EACH, OF 
 ZI TOPRUN 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 must redeem all of its shares of Common stock and liquidate if it is unable to complete an initial business combination within twelve
(12) months (which may be extended to up to 18 months as described in the prospectus) from the date of the completion of the Corporation’s initial public offering, as more fully described in the Corporation’s final prospectus
relating to the initial public offering of its common stock as a part of the units being offered by it dated [                ], 2022. 

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

Witness the facsimile signatures of its duly authorized officers. 
  

					
	 	  		  	 
	 Chief Executive Officer
	  	Delaware	  	 Secretary


 Transfer Agent: Continental Stock Transfer & Trust Company 

 

					
	 	  		  	
	 Name: 

	  		  	
	 Title:
	  		  	

 {N0384271 2 } 












 ZI TOPRUN 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 shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby 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(s) of this certificate by acceptance hereof assent(s). 
 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
	  		  	
		 		  	 and not as tenants in common
	  		  		  		  		  	 Gifts to Minors
	  		  	
								
		 		  		  		  		  		  	Act	  	 
		 		  		  		  		  		  		  		  	(State)	  	

  
  

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 constitute(s) and appoint(s)
                                     attorney to transfer the
said shares on the books of the within named Corporation with full power of substitution in the premises 
 Dated: 

	
	 

 {N0384271 2 } 












 NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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). 

Legend: 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 funds from the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Common Stock sold in its initial public
offering because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”) within twelve (12) months (which may be extended to up to 18 months as described in the prospectus) from the date of the completion of the Corporation’s initial public offering, or (b) the holder(s) seek(s)
to redeem for cash his, her or its respective shares of Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection with (i) a tender offer (or proxy statement, solely in the event
the Corporation seeks stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business Combination and such Business Combination is consummated or (ii) the Corporation seeking stockholder approval of
an amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation does not complete an initial Business Combination within the twelve (12) month (which
may be extended to up to 18 months as described in the prospectus) timeframe. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account. 

{N0384271 2 }