Exhibit
4.2


 


SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES




 


VICTORY
ACQUISITION CORP. 


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS 


CLASS
A ORDINARY SHARES


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
G9460J 105


 


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 VICTORY ACQUISITION CORP. (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 Transfer Agent and registered by the Registrar.


 


Witness
the facsimile signatures of its duly authorized officers.


 


	Dated:		 



 





	Chief Executive Officer	 	Chief Financial Officer
	 	 	 
	 	 	 










     


     


    

VICTORY
ACQUISITION CORP.


 


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.






    2 


     


    

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 does hereby irrevocably constitute and appoint


 





 






Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.


 


	Dated	 	



 





	 	 	 
	 	 	Shareholder
	 	 	 
	 	 	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 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 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 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) 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) that would 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, 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.





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