Exhibit
4.2


 


	 	 	 
	NUMBER	 	SHARES


 


JENERATION ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS


 


CLASS A ORDINARY SHARES 


 


SEE REVERSE FOR 


CERTAIN DEFINITIONS 


	 	 	 
	This Certifies that is the owner of	 	CUSIP [ ]


 


JENERATION 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 has not completed a business combination by the applicable date referenced in the Company’s
amended and restated memorandum and articles of association, all as more fully described in the Company’s final prospectus
dated [·].


 


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.


 


Dated: 


 


	 	 	 	 
	 	 	 	 
	CHIEF EXECUTIVE OFFICER	 	 	 
	 	 	 	 
	 	 	 	 



 



     


    	 



    








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.


 


JENERATION 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 Company’s 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.


 


For value received, hereby sell, assign and transfer unto



	 	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S))	 
	 	 
	 	 


(PLEASE PRINT OR TYPEWRITE NAME 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.


 


Dated 


 


	 	 	 
	 	 	 
	 	 	Notice: The signature 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) (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 [·], 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 Class A ordinary shares sold in its initial public offering
and liquidates because it does not consummate an initial business combination by the applicable date referenced in 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 consummate an initial
business combination by a date that is calculated by reference to the Company’s amended and restated memorandum and articles
of association or (b) with respect to any other provision relating to the rights of holders of Class A ordinary shares, or (iii)
if the holder(s) seek(s) to redeem for cash his, her or its 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 in or to the trust account.