Exhibit 4.2


 


	
    NUMBER

    C-
	 	SHARES
	 	 	 
	 SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	 
	 	 	CUSIP _______


 


PROJECT ENERGY REIMAGINED
ACQUISITION CORP.


 


CLASS A ORDINARY
SHARES


 


THIS
CERTIFIES THAT                  is the owner of                   Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”),
of Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), 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 of the Company.


 


Witness the facsimile
signature of a duly authorized signatory of the Company.


 


	
	 	
  
	Authorized Signatory	 	Transfer Agent


 






     


     


    

 


PROJECT ENERGY REIMAGINED
ACQUISITION CORP.


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity 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 of the Company and all amendments thereto and
resolutions of the 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))


 


Class A Ordinary
Shares represented by the within certificate, and do hereby irrevocably constitute and appoint


 


Attorney to transfer the
said Class A Ordinary Shares 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:	 
	 	 
	 	 
	 	 
	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 



 


As more fully described
in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering 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 the Company’s initial public offering in the event that (i) the Company redeems the Class A
Ordinary Shares sold in its initial public offering only and liquidates because it does not consummate 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 or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A Ordinary
Shares represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company
seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination
or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to
redeem 100% of the Class A Ordinary Shares if it does not consummate 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, or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.