Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP [●]


 


SEE REVERSE FOR CERTAIN DEFINITIONS


ITIQUIRA ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS

CLASS A ORDINARY SHARES


 


This Certifies that ___________________________________
is the owner of ___________________________


 


FULLY PAID AND NON-ASSESSABLE CLASS A
ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF ITIQUIRA 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, 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 does not 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                        , 2020.


 


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:


 


Cayman Islands


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer



 






    


     


    

 


ITIQUIRA 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 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 represented by the within Certificate,
and hereby irrevocably constitutes and appoints Attorney to transfer the said shares 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).


 






    


     


    

 


In each case, as more fully described in
the Company’s final prospectus dated                            , 2020, 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 Class A ordinary
shares sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination
within the period set forth in the Company’s amended and restated memorandum and articles of association, (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 Company’s 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 it does not complete
an initial business combination within the period set forth in the Company’s amended and restated memorandum and articles
of association or (b) with respect to any other provision relating to shareholders’ 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
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.