Exhibit 4.2


 


SPECIMEN COMMON STOCK CERTIFICATE


 


	CERTIFICATE NUMBER	SHARES 


 


_________


 


INCEPTION GROWTH ACQUISITION LIMITED 


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


COMMON STOCK


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	CUSIP: [    ]


 


IS THE OWNER OF


 


FULLY PAID AND NON-ASSESSABLE SHARES OF PAR VALUE
$0.0001 EACH OF THE COMMON STOCK OF


 


INCEPTION GROWTH ACQUISITION LIMITED 


 


transferable on the books of the Company in person
or by duly authorized

attorney upon surrender of this certificate properly endorsed.


 


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


 


Witness the seal of the Company and the facsimile
signatures of its duly authorized officers.


 


Dated:


 


	 	 	 
	Chairman 	 	Chief Financial Officer


 


INCEPTION
GROWTH ACQUISITION LIMITED

CORPORATE SEAL


 


2021


DELAWARE


 




     


     


    

 


INCEPTION GROWTH ACQUISITION LIMITED


 


The Company 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 Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares of common stock represented thereby are issued and shall be held subject to all the provisions
of the amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing
for the issuance 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


 


TEN ENT - as tenants
by the entireties


 


		JT TEN -	as joint tenants with right of survivorship

and not as tenants in common



 


	UNIF GIFT MIN ACT -	 	Custodian	 	 
	 	(Cust)	 	(Minor)	 
	 	under Uniform Gifts to Minors	 
	 	Act	 	 
	 	 	(State)	 



 


Additional Abbreviations may also be used though
not in the above list.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 	 
	 	shares
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	 	Attorney
	to transfer the said stock on the books of the within named Company will 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.


 






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	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).
	 
	In each case, as more fully described in the Company’s final prospectus dated [●], 2021 (the “Final Prospectus”), 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 shares of common stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination by the deadlines described in the Final Prospectus (or such later date as the Company’s amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem the shares of common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the ability of holders of common stock sold in the Company’s initial public offering to seek redemption in connection with the Company’s initial business combination or the Company’s obligation to redeem 100% of such common stock if it does not consummate an initial business combination by the deadlines described in the Final Prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and the holder(s) of this certificate elects to have the shares of Common Stock held by him, her or it redeemed pursuant to that offer, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company 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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