Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE
CERTIFICATE


 


	NUMBER	SHARES


 


CC NEUBERGER PRINCIPAL HOLDINGS III


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


CC NEUBERGER PRINCIPAL HOLDINGS III (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	 	
 	 	Chief Financial Officer
	 	 	Cayman Islands	 	 
	 	 	 	 	 
	 	 	 	 	 


 






     


     


    

 


CC NEUBERGER PRINCIPAL HOLDINGS III


 


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
	 	 	 	 


 


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
 that would affect the substance or timing of the Company’s obligation to provide for the redemption of Class A ordinary
shares in connection with an initial business combination or to redeem 100% of the Class A ordinary shares if it does not consummate
an initial business combination within the time period set forth therein, or (iii) if the holder(s) seek(s) to redeem for cash
his, her or its 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.