Exhibit 4.2


 





	NUMBER	SHARES
	C-	 
	 	CUSIP 69242M 104


 


	
         



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


OYSTER ENTERPRISES 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


 


OYSTER ENTERPRISES 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 is unable to complete a business combination by             , 2023 (or such later date the Company’s amended and
restated certificate of incorporation may be amended to provide for), 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 Registrar of the Company.


 


Witness the seal of the Company and the facsimile signatures
of its duly authorized officers.


 


[Corporate Seal]


Delaware


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 


	 
	Transfer Agent and Registrar



 






     


     


    

 


OYSTER ENTERPRISES 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).


 






     


     


    

 


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           , 2023 (or such later date as the Company’s amended and restated
certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem 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 provide for the redemption of such
Class A common stock in connection with the Company’s initial business combination or to redeem 100% of such Class A common
stock if it does not consummate an initial business combination by            , 2023 or (B) with respect to any other material provision relating
to stockholders’ rights or pre-initial business combination activity, and the holder(s) of this certificate elects to have
such shares of Class A common stock held by him, her or it redeemed pursuant to that offer, 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.