Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


NUMBER SHARES


 


G Squared Ascend I Inc.


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS


 


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR 


CERTAIN DEFINITIONS


 


CUSIP [__]


 


This certifies that                    is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS A
ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF G Squared Ascend I Inc. (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, and 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 is unable to 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    , 2021.


 


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


 


Witness the facsimile signatures of its
duly authorized officers.


 


	Dated: 	 	 	 
	 	 	 
	By:	 	 	
	 	Ward Davis	 	Tom Hoban
	 	Chief Executive Officer	 	Chief Financial Officer




 








     


     


    




 


G Squared Ascend I Inc.


 


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 Class A ordinary shares (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 does hereby irrevocably constitute and appoint 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:	 	 
	 	 	 
	 	 	 
	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.	 	 


 


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 (i) in the event of the redemption of the
Company’s Class A ordinary shares sold in its initial public offering if the Company does not consummate an initial
business combination within the period of time set forth in the Company’s amended and restated memorandum and articles
of association, as the same may be amended from time to time, (ii) 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 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 the
Company does not complete its initial business combination within the time period set forth therein or (B) with respect to
any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) if the holder(s) seek(s) to
redeem for cash his, her, its or their respective 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 to or in the trust account.