Exhibit 4.2


 


	NUMBER _____	 ______________ SHARES
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 
	CUSIP __________ 
	 	 	 	 
	 	 	 	 


 MANA CAPITAL 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


 


MANA CAPITAL 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 12 months (which may be extended to 18 months as
described in the prospectus) from the date of the completion of the Corporation’s initial public offering (excluding any overallotment
exercise), 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 [             ],
2021.


 


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:	 	 


 


 


 



    	  





    	 



    




 


MANA CAPITAL 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 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
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:
	 



 


 






    	  





    	 



    

 


 


	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 [     ], 2021, 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 12 months (which may be extended 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, solely in the event the Corporation is required to seek stockholder approval of the proposed Business
Combination) setting forth the details of a proposed Business Combination 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 12 month (which may be extended 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.