Exhibit 4.2


 





	NUMBER	SHARES
	C-	 
	 	CUSIP


 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


EQ HEALTH 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 EQ HEALTH 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           ,
2023, 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


 






     


     


    

 


EQ HEALTH 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, (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           , 2023 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.