Exhibit 4.2


 





	NUMBER   	SHARES
	 	 
	                   C	 


 


PACIFIC
SPECIAL ACQUISITION CORP.


INCORPORATED
UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS


ORDINARY
SHARES


SEE REVERSE
FOR

CERTAIN DEFINITIONS


	This Certifies that	 	CUSIP G68588 105
	 	 	 
	is the owner of	 	 





FULLY PAID AND NON-ASSESSABLE
ORDINARY SHARES OF NO PAR VALUE OF


PACIFIC SPECIAL ACQUISITION
CORP.


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 liquidate if it is unable to complete an initial business combination within the time period set forth in
the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, as more fully described in the
Company’s final prospectus dated ________ __, 2015.
 This certificate is not valid unless countersigned by
the Transfer Agent and registered by the Registrar.
 Witness the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.


	Dated:	 	 
	 	 	 
	 	 	 
	 	SEAL	 
	CHAIRMAN	2015	CHIEF EXECUTIVE OFFICER





 



    	 		 



     

    




 


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______
	TEN ENT –	as tenants by the entireties	                                          (Cust)                 (Minor)
	JT TEN –	as joint tenants with right of survivorship

and not as tenants in common Act	 	
        under Uniform Gifts to Minors

        Act ______________

        (State)



 


Additional Abbreviations may also
be used though not in the above list.


PACIFIC SPECIAL ACQUISITION
CORP.


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 Preferred 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.


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)
	 
	 
	 
	 
	ordinary shares represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	Attorney to transfer the said shares 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.
	 	 	 
	Signature(s) Guaranteed:


 


	 	 
	THE SIGNATURE(S) SHOULD 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 fund only in the event of the Company’s liquidation upon failure to consummate
a business combination or if the holder seeks to redeem his shares upon consummation of such business combination or in connection
with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In no other circumstances
shall the holder have any right or interest of any kind in or to the trust fund.