Exhibit 4.2


 


SPECIMEN
COMMON STOCK CERTIFICATE


 


	CERTIFICATE NUMBER	SHARES 



 


_________


INCEPTION
GROWTH ACQUISITION LIMITED 


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


COMMON
STOCK


 


SEE
REVERSE FOR



CERTAIN
DEFINITIONS


 


	THIS CERTIFIES THAT	CUSIP: [    ]
	 	 
	IS THE OWNER OF 	 



 


FULLY
PAID AND NON-ASSESSABLE SHARES OF PAR VALUE $0.0001 EACH OF THE

COMMON STOCK OF


 


INCEPTION
GROWTH 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



 


INCEPTION
GROWTH ACQUISITION LIMITED

CORPORATE SEAL


 


2021

DELAWARE


 




     


     


    

 


INCEPTION
GROWTH ACQUISITION LIMITED


 


The
Company 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 Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares of common stock represented thereby are issued and shall be held subject
to all the provisions of the amended and restated certificate of incorporation and all amendments thereto and resolutions of the Board
of Directors providing for the issuance 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


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 stock 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.



 






    2


     


    

 


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).


 


In
each case, as more fully described in the Company’s final prospectus dated [●], 2021, 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 shares of common stock sold in the Company’s initial public offering
and liquidates because it does not consummate an initial business combination by [●], 2023 (or such later date as the Company’s
amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem the shares of common
stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (A) to modify the substance or timing of the ability of holders of common stock sold in the Company’s initial
public offering to seek redemption in connection with the Company’s initial business combination or the Company’s obligation
to redeem 100% of such common stock if it does not consummate an initial business combination by [●], 2023 or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, and the holder(s) of this
certificate elects to have the shares of Common Stock held by him, her or it redeemed pursuant to that offer, or (iii) if the holder(s)
seek(s) to redeem for cash his, her or its respective shares of common stock in connection with a tender offer (or proxy solicitation,
solely in the event the Company 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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