Exhibit 4.2


 


NUMBER


 


________C



 


ENERGY CLOUD I ACQUISITION CORPORATION



INCORPORATED UNDER THE LAWS OF THE
BRITISH VIRGIN ISLANDS


(COMPANY NO. 2071142)


 


ORDINARY SHARES


 


SEE REVERSE
FOR


CERTAIN DEFINITIONS


 


CUSIP G303AW 109 


 


This Certifies that


is the owner of


 


FULLY PAID AND NON-ASSESSABLE ORDINARY
SHARES OF NO PAR VALUE PER SHARE


ENERGY CLOUD I ACQUISITION
CORPORATION


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 the ordinary shares sold in its initial public offering if it is unable to complete an initial business
combination within twelve months from the closing of the Company’s initial public offering (subject to adjustment), 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 seal of the Company and the facsimile signatures
of its duly authorized officers.


 


	Dated:	 	 
	 	SEAL	 
	CHIEF EXECUTIVE OFFICER	2021	CHIEF FINANCIAL OFFICER




 




     


     


    

 


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 Act
	 	
    under Uniform Gifts to Minors Act

_______________(State)



 





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


 


ENERGY
CLOUD I ACQUISITION CORPORATION


 


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 Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board
of Directors providing for the issue of Preferred 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.


 


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)


	 
	 
	 
	ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	Attorney to transfer the said shares on the books of the within named Company will full power of substitution in the premises.
	 
	Dated ______________




 




    2


     


    

 


	 	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 ACT OF 1933, AS AMENDED).




 


In each case, as more fully described
in the Company’s final prospectus dated [•], 2021, the holder of this certificate shall be entitled to receive funds from the
trust fund only in the event of the Company’s required redemption upon failure to consummate a business combination or if the holder
seeks to redeem its shares upon consummation of such business combination or in connection with certain amendments to the Company’s
Amended and Restated Memorandum and Articles of Association. In no other circumstances shall the holder have any right or interest of
any kind in or to the trust fund.


 


 


3