Exhibit
4.2


 


SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES	 









 


HealthCor
Catalio 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

HealthCor Catalio 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:	                	 	 	 
	 	 	 	 
	 	 	 	 
	Chief
    Executive Officer	Cayman Islands	 	Chief
    Financial Officer




 






    


     


    

 


 


HealthCor
Catalio 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
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(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	 	 	

    (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:	                        	 	 
	 	 	Shareholder
	 	 	 
	 	 	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:	 	 
	 	 	 	 
	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 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.