sbiii-ex42_31.htm



EXHIBIT 4.2

NUMBER

C-

SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [•]

SWITCHBACK III CORPORATION
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

SWITCHBACK III CORPORATION
(THE “COMPANY”)

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed, and subject to the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”). The Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination within the period of time set forth in the Company’s Certificate of Incorporation, 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 seal of the Company and the facsimile signatures of its duly authorized officers.

 


			
	
Co-Chief Executive Officer
	
Corporate Seal 
Delaware
	
Co-Chief Executive Officer




 

 

 



 

SWITCHBACK III CORPORATION

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 Certificate of Incorporation 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 RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

 

1





 

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 its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Certificate of Incorporation,  (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) in a manner that would affect 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 within the time period set forth therein or (B) with respect to any other material provision relating to the rights of holders of Class A common stock 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.

 

1