Exhibit
4.2


 


	NUMBER	NUMBER

    C

    SHARES

    SEE REVERSE FOR

    CERTAIN DEFINITIONS

    CUSIP


 


KETER1
ACQUISITION CORPORATION

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


This
Certifies that _________________________________________________________________________________


is
the owner of ___________________________________________________________________________________


 


FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF


 


KETER1
ACQUISITION CORPORATION

(THE “COMPANY”)


transferable
on the register of members 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 by                     ,
2023, or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, 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 of the Company.


Witness
the facsimile signatures of its duly authorized officers.


 


		 	
	[TITLE]	 	[TITLE]





 






     


     


    

 


KETER1
ACQUISITION CORPORATION


 


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 amended and restated memorandum and articles of association 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)

    under Uniform Gifts to Minors
	 	 	 	 
	JT
    TEN	—as
    joint tenants with right 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
    represented by the within Certificate, and does hereby irrevocably constitute and appoint
	Attorney
    to transfer the said shares on the register of members of the within named Company with full power of substitution in the
    premises.



 






    2


     


    

 


	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 UNDER THE UNITED
STATES 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 its initial public offering only in the event that (i) the Company redeems the Class A Ordinary
Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by                     ,
2023, or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, (ii) the Company redeems the Class A Ordinary Shares sold in its initial public offering
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 allow redemption in connection with the Company’s
initial business combination or to redeem 100% of the Class A Ordinary Shares if it does not complete its initial business combination
by                     , 2023,
or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, or (B) with respect to any other provision relating to the holder(s)’(s) rights
or pre-initial business combination activity, or (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.


 


 


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