Exhibit 4.2


 


SPECIMEN ORDINARY SHARE CERTIFICATE


 


	CERTIFICATE NUMBER	SHARES


_________


 


MARS ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY SHARE


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	CUSIP: G5870E 108


 


IS THE OWNER OF


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF
PAR VALUE $0.0001 PER SHARE


 


MARS ACQUISITION CORPORATION


 


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. Witness the seal of

the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


	 	 	 
	 	 	 
	Chairman	 	Chief Financial Officer


 


MARS ACQUISITION CORPORATION

CORPORATE

SEAL 2022

CAYMAN ISLANDS


 






     


     


    

 


MARS ACQUISITION CORPORATION


 


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 share or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the Ordinary Shares represented thereby are issued and shall be held subject to all the provisions
of the Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board of Directors
providing for the issuance of 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


TEN ENT - as tenants by the entireties


JT TEN - as joint tenants with right of
survivorship

and not as tenants in common


 


	UNIF GIFT MIN ACT -	 	Custodian	 	 
	 	(Cust)	 	(Minor)	 
	 	under Uniform Gifts to Minors	 


 


	 	Act	 	 
	 	 	(State)	 


 


Additional Abbreviations may also be used though not in the
above list.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 
	 


 


	 	 shares


represented by the within Certificate, and do hereby irrevocably constitute
and appoint


 


	 	 Attorney


to transfer the said share on the books of the within named Company
will 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).


 


The holder of this certificate shall be entitled
to receive funds from the trust account only in the event of (i) the liquidation of the trust account upon a failure to consummate a business
combination, as described in the prospectus covering the securities or (ii) if the holder seeks to convert his respective shares or sells
them to the Company in a tender offer, in each case in connection with (1) the consummation of a business combination or (2) in connection
with an amendment to our Memorandum and Articles of Association prior to the consummation of a business combination. In no other circumstances
shall the holder have any right or interest of any kind in or to the trust account.