Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP
    670865 104


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


OCA
ACQUISITION CORP.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 


This
Certifies that                                 is
the owner of                                 


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF OCA ACQUISITION CORP.

(THE “COMPANY”)


 


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 shares of Class A common stock if it does not complete a business combination
by the date set forth in the Company’s amended and restated certificate of incorporation, 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 seal of the Company and the facsimile signatures of its duly authorized officers.


 


[Corporate
Seal]


Delaware


 


	 	 	 
	Chief
    Executive Officer	 	Chief
    Financial Officer


 








     


     


    

 


OCA
ACQUISITION CORP.


 


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 represented thereby are issued and shall be
held subject to all the provisions of the Company’s amended and restated 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 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	 
	 	 	 	 	 	 	 	 
	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 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
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints                 
Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 	 	 
	 	 	 
	 	 	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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).	 	 


 









    2


     


    

 


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 the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Class A common stock sold in the Company’s initial public offering and liquidates because it
does not consummate an initial business combination by the date set forth in the Company's amended and restated certificate of
incorporation, (ii) the Company redeems the shares of Class A 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 Company’s obligation to redeem 100% of the Class A common stock if it does not consummate
an initial business combination by the date set forth in the Company's amended and restated certificate of incorporation or (b) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (iii) if
the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A 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.


 


 


3