Exhibit 4.2


 


SPECIMEN ORDINARY SHARE CERTIFICATE


 


	CERTIFICATE NUMBER	 	SHARES _________


 


PHOENIX ACQUISITION LIMITED


 


INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN
ISLANDS


 


ORDINARY SHARE


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	 	CUSIP: G7061N 103


 


IS THE OWNER OF


 


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


 


PHOENIX ACQUISITION LIMITED


 


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


  


PHOENIX ACQUISITION LIMITED

CORPORATE

SEAL 2022

BRITISH VIRGIN ISLANDS


 


PHOENIX ACQUISITION LIMITED


 


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 of the capital stock 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 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).


 


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.