Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES


 


THRIVE ACQUISITION CORPORATION

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


SEE REVERSE FOR

CERTAIN DEFINITIONS






 


This Certifies that __________________________ is the owner
of __________________________


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF THE PAR VALUE OF

US$0.0001 EACH OF THRIVE ACQUISITION CORPORATION (THE “COMPANY”)


 


subject to the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the 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, all as more fully described in the
Company’s final prospectus dated________, 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


 


Witness the facsimile signatures of its duly
authorized officers.


 


	Dated:	 	 	 
	Chief Executive Officer	 	Chief Financial Officer
	 	 	 


 




     


     


    

 


THRIVE 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 Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board
of Directors providing for the issue of Class A ordinary 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. 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.


 




    2


     


    

 


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 AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 



 


_____________ Shares represented by the within Certificate, and does
hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company with full power
of substitution in the premises.


 


	Dated  	 	 	 
	 	 	 	Shareholder


 


	 	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).


 


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 the Company’s initial public offering only in the event that
(i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate
an initial business combination by ______________, 2023, or by such later date approved by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii)
the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the
Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Class A ordinary
shares sold in its initial public offering if the Company does not complete its initial business combination by ______________, 2023,
or (B) with respect to any other provision relating to the rights of the holders or pre-initial business combination activity, or (iii)
if the holder(s) seek(s) to redeem for cash his, her, its or their respective Class A ordinary shares in connection with 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. 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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