Exhibit 4.2


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER 	NUMBER
	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP
________________


 


EXCELFIN 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


 


EXCELFIN ACQUISITION
CORP.

(THE “CORPORATION”)


 


transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be required to redeem
all of its shares of Class A common stock if it is unable to complete a business combination by                      ,
2023, all as more fully described in the Corporation’s final prospectus dated                        ,
2021.


 


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


 


Witness the seal of the Corporation and the
facsimile signatures of its duly authorized officers.


 


	Chief Executive Officer	[Corporate Seal] Delaware
	 	 
	 	 


 






    


     


    

 


EXCELFIN ACQUISITION
CORP.


 


The Corporation 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 Corporation 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 Certificate of Incorporation 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 Corporation), 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 capital 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 Corporation 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).


 






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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 shares
of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination
by                       ,
2023 (subject to extension as provided in Section 9(c) of 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 redemption in connection with the Company’s initial business combination or redeem 100% of its
Class A common stock if it does not consummate an initial business combination by                        ,
2023 (subject to extension as provided in Section 9(c) of the Company’s Amended and Restated Certificate of Incorporation)
or (B) with respect to any other provision 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.


 






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