Exhibit 4.2


 


	NUMBER	SHARES






 


C


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP


 


TRANSFORMATIONAL
CPG 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), of Transformational
CPG Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by
the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly authorized
signatory of the Company.


 


		 	
	Authorized Signatory	 	Transfer Agent



 




     


     


    

 


TRANSFORMATIONAL CPG ACQUISITION
CORP.


 


The Company will furnish, without charge to each stockholder
who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights
of each class of equity 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—	______	 	______
	TEN ENT	— 	as tenants by the entireties	 	(Cust)	Custodian	(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 Common Stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said
shares of Common 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.


 




    2


     


    

 


	Signature(s) Guaranteed:	 
	 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).



	 



 





As more fully described in, and subject to the terms
and conditions described in, the Company’s final prospectus for its initial public offering 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 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 (the “Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as
the same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold
in its initial public offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions 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 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.


 


 


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