EX-4.2





 Exhibit 4.2 
  

									
	 NUMBER

            C
	  		  		  		  	
		  		  		  		  	 SEE REVERSE FOR

		  		  		  		  	 CERTAIN

DEFINITIONS

		  		  		  		  	 CUSIP 37519U 109


 GIGCAPITAL5, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

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 COMMON
STOCK OF 
 GIGCAPITAL5, INC. 

(THE “CORPORATION”) 
 transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 
 The Corporation will be
forced to redeem all of its shares of common stock if it is unable to complete a business combination by                 , 2023 or as more fully described in the
Corporation’s final prospectus dated                , 2021. 
 This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the seal of the Corporation
and the facsimile signatures of its duly authorized officers. 
  

					
	  
	  	[Corporate Seal]	  	  

	 Secretary
	  	Delaware	  	 President


 GIGCAPITAL5, INC. 

The Corporation 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 Corporation 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 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 Corporation), 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	  	—	  	 Custodian

		  		  		  	ACT	  		  	
	 TEN ENT
	  	—	  	as tenants by the entireties	  		  		  	(Cust)                             (Minor)
	 JT TEN
	  	—	  	as joint tenants with right	  		  		  	Under Uniform Gifts to Minors
	 	  	 	  	of survivorship and not as tenants
in common	  	 	  	 	  	 
	 	  	 	  	 	  	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 Corporation 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)).

 In each case, as more fully described in the Corporation’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 Corporation redeems the shares of common stock sold in its initial public offering and liquidates because it does not consummate
an initial business combination by                , 2023, (ii) the Corporation redeems the shares of common stock sold in its initial public offering in connection with
a stockholder vote to approve an amendment to any provision of the Corporation’s amended and restated certificate of incorporation 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 Corporation 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.