Exhibit 4.2


 


	NUMBER	SHARES
	C-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP G7330C 102


 


RCF ACQUISITION CORP.


 


CLASS A ORDINARY SHARES


 


THIS CERTIFIES THAT                                  is the
owner of                       fully paid non-assessable Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”),
of RCF Acquisition Corp., a Cayman Islands exempted company (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 of the Company.


 


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


 


	Authorized Signatory	 	Transfer Agent
	 	 	 
	Name: [●]	 	Name: [●]
	Title:   [●]	 	Title:   [●]


 




     


     


    

 


RCF Acquisition 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 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 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
	 	 	 	 	 	 	(State)
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 


 


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
does 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)). 	 


 




    2


     


    

 


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 , 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 the Company’s 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 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 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 (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. 


 


 


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