Exhibit
4.2


 


SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE


 


	 	 	 
	NUMBER	 	SHARES


 


PROTONIQ
ACQUISITION CORP


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


CLASS
A ORDINARY SHARES


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
G31490 116


 


This
Certifies that is the owner of


 


FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR OR NOMINAL VALUE OF


 


US
$0.0001 EACH OF PROTONIQ ACQUISITION CORP


(THE
“COMPANY”)


 


subject
to the Company’s amended and restated memorandum and articles of association, as the same may be amended and/or restated 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 and/or restated
from time to time, all as more fully described in the Company’s final prospectus dated , 2022.


 


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:	 	 	 	 
	President	 	Cayman
    Islands	 	[●]
	 	 	 	 	 
	 	 	 	 	 


 


PROTONIQ
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 and/or restated
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)

    under
    Uniform Gifts to Minors Act

	 	 	 	 
	JT
    TEN	 	as
    joint tenants with the 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))


 


Shares
represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the
books of the within named Company 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) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In
each case, as more fully described in the Company’s final prospectus dated , 2022, 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.