Exhibit 4.2


 


	NUMBER OF SHARES _______	NUMBER ___________
	 	CUSIP ___________
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 


 


FLAG SHIP ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES


 


This Certifies that _______________________________________, is the
owner of ____________________________________________


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001
EACH OF


 


FLAG SHIP ACQUISITION
CORPORATION


(THE “COMPANY”)


 


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 ordinary shares if
it is unable to complete a business combination by _____________, 202_ 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 seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Corporate Seal
 Cayman Islands
	 	 	 
	Secretary	 	Chief Executive Officer
	 	 	 
	 	 	 


 






     


     


    

 


FLAG SHIP 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 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 amended and restated memorandum and
articles of association 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
	JT
    TEN	—	as
    joint tenants with right of Act survivorship and not as tenants in common	 	 	 	


 


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:


 


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.


 






    2


     


    

 


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 ordinary shares sold in the Company’s initial
public offering and liquidates because it does not consummate an initial business combination by________________, 202_, or (ii) if
the holder(s) seek(s) to redeem for cash his, her, its or their respective 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.


 




    3