Exhibit 4.2


 


NUMBER


 


C-


 


SHARES


SEE REVERSE FOR


CERTAIN DEFINITIONS


CUSIP [       ]


 


DORCHESTER CAPITAL ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 


This Certifies that


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH
OF THE CLASS A COMMON STOCK OF


 


DORCHESTER CAPITAL ACQUISITION CORP.

(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. The Corporation will be forced to redeem all of its shares of Class A common
stock if it is unable to complete a business combination by the date as set forth in the Certificate of Incorporation of the Corporation.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar of the Corporation.


 


Witness the seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 


	 	[Corporate Seal]	 
	Corporate Secretary	Delaware	Chief Financial Officer


 




     


     


    

 


DORCHESTER CAPITAL ACQUISITION CORP.


 


The Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of
each class of stock or series thereof of the Corporation 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 Corporation’s
certificate of incorporation, as may be amended by from to time (the “Charter”), and resolutions of the Corporation’s
Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), 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



     

     




    (State)

	 	 
	JT TEN	– as joint tenants with right of 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 of the capital stock represented by the within Certificate,
and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


 






    2


     


    

 


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 RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


In each case, as more fully described in the Corporation’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 the Corporation’s initial public offering (the “Trust Account”)
only in the event that (i) the Corporation redeems the shares of Class A common stock 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 Charter; (ii) the Corporation
redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to approve an amendment
to the Charter that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Class A common stock
if it does not consummate an initial business combination within the period of time set forth therein; or (iii) if the holder(s) seek(s)
to redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation,
solely in the event the Corporation seeks stockholder 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.


 


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