Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


NUMBER SHARES


CAPITALWORKS EMERGING MARKETS ACQUISITION CORP


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


CLASS A ORDINARY SHARES


SEE REVERSE FOR


CERTAIN DEFINITIONS


CUSIP [●]


This certifies that [●] is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS
A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH


OF CAPITALWORKS EMERGING MARKETS ACQUISITION CORP (THE “COMPANY”)


 


Subject to the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the 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, all as more fully described in the
Company’s final prospectus dated [●], 2021.


 


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.


 


	Dated:	 	 	 




  


	 	 	 
	Name: 	 	Name:
	Title: 	 	Title:



 






    


     


    

 


Capitalworks Emerging Markets Acquisition Corp


 


The Company will furnish without charge to each
shareholder 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 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 memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board
of Directors providing for the issue of Class A ordinary shares (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                                               
	TEN ENT	 — as tenants in common 	 	                                            (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 represented by the within Certificate, and
does hereby irrevocably constitute and appoint Attorney to transfer the said shares 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:	 	 
	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).	 	 




 


In each case, as more fully described in the Company’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 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 period of 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, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with 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 provide holders of the Class A ordinary shares the right to have their shares redeemed in connection
with the Company’s initial business combination or to redeem 100% of the Class A ordinary shares if the Company does not complete
its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights
of holders of the Class A ordinary shares or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for
cash his, her, its or their respective Class A ordinary shares in connection with 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. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.