EX-4.2





 Exhibit 4.2 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE 
  

			
	 CERTIFICATE NUMBER
	  	SHARES

                     

 ATLAS GROWTH ACQUISITION LIMITED 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARE 
 SEE
REVERSE FOR 
 CERTAIN DEFINITIONS 
  

			
	 THIS CERTIFIES THAT
	  	CUSIP: G0739L 104

 IS THE OWNER OF 

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

ATLAS 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

 ATLAS GROWTH ACQUISITION LIMITED 

CORPORATE 
 SEAL 2021 

CAYMAN ISLANDS 












 ATLAS GROWTH 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 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 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 share capital 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 Corporation 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.