Exhibit 4.2


  


	NUMBER	SHARES
	C-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP



 


SCION
TECH GROWTH I


 


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 ScION Tech
Growth I, 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
	 	 	 	 	 



 



     


     


    

 


ScION
Tech Growth I


 


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 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 ___________
	 	 	 	 	 	 	      (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)). 	 


  






    2


     


    

 


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          , 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 the Company’s initial business combination or to redeem 100% of the Class
A Ordinary Shares included in the units sold in the Company’s initial public offering 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. 


 


 


3