Exhibit 4.2


 


	NUMBER	 	SHARES
	 	 	 
	C-	 	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP [ ]


GATEWAY STRATEGIC ACQUISITION CO. 


 


CLASS A ORDINARY SHARES 


 


THIS CERTIFIES THAT                 
is the owner of                  Class A ordinary
shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Gateway Strategic Acquisition
Co., a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person
or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


Witness the facsimile signature of a duly
authorized signatory of the Company.


 


	Authorized Signatory	 	Transfer Agent
	 	 
	
 

	 	
 




 


 


Gateway Strategic Acquisition Co.


 


The Company will furnish without charge
to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of equity 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 of the Company 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 Company),
to all of which the holder of this certificate by acceptance hereof assents.


 



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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

                             

          (Cust)

              (Minor)
	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	 
	 	 	 	 	 	
        Under Uniform Gifts to Minors Act

         

         

	 	 	 	 	 	 
	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	(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))


 


Class A Ordinary Shares represented by the within certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said Class A Ordinary Shares on the books 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 UNDER THE SECURITIES

        EXCHANGE ACT OF 1934, AS AMENDED

        (OR ANY SUCCESSOR RULE)).



 



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As more fully described in, and subject
to the terms and conditions described in, the Company’s final prospectus for its initial public offering 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 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
within the time 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, or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A
Ordinary Shares represented by this certificate in connection with (x) 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 or (y) 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 our
initial business combination or to redeem 100% of the Class A Ordinary Shares if it does not consummate an initial business
combination within the 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 or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business Combination activity. In no other circumstances shall the holder(s) have any right or interest of any kind
in or to the trust account.



 



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