Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	 
	 	CUSIP 147151 104


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Cascade
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 Cascade Acquisition Corp.

(THE "COMPANY")


 


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 redeem all
of its shares of Class A common stock if it does not complete a business combination by the date set forth in the Company's amended
and restated certificate of incorporation, as the same may be amended from time to time, all as more fully described in the Company's
final prospectus dated __________, 2020.


 


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.


 


[Corporate Seal]


Delaware


 


	 	 	 
	
        Chief Executive Officer
	 	Transfer Agent


 






     


     


    

 


Cascade
Acquisition Corp.


 


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 represented thereby are issued and shall be held subject to all the provisions of
the Company's amended and restated certificate of incorporation and all amendments thereto and resolutions of the Company's Board
of Directors providing for the issue 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	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	 	under Uniform Gifts
    to Minors Act
	 	(State)


 


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 Class A common 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 Company with full power of substitution in the premises.


 





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



 


In each case, as more fully described
in the Company's final prospectus dated __________, 2020, 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 Company's initial public
offering only in the event that (i) the Company redeems the shares of Class A common stock sold in the Company's initial
public offering and liquidates because it does not consummate an initial business combination by the date set forth in the
Company's amended and restated certificate of incorporation, (ii) the Company redeems the shares of Class A 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 Company's obligation to allow redemptions in connection with
its initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial business
combination by the date set forth in the Company's amended and restated certificate of incorporation or (b) with respect to
any other provisions relating to stockholders' rights or pre-initial business combination activity, 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 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.