Exhibit 4.2


 


	
    NUMBER C-

     

    SEE REVERSE FOR CERTAIN DEFINITIONS
	
    _________ SHARES

     

    CUSIP G4809M 109

	 	 


 


INNOVATIVE INTERNATIONAL ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


 


CLASS A ORDINARY SHARES


 


This Certifies that                     
is the owner of fully paid and non-assessable Class A Ordinary Shares, par value US$0.0001 per share, of INNOVATIVE INTERNATIONAL
ACQUISITION CORP. (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 by [____], 2023 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.


 


	 	 	 
	Chief Executive Officer	 	 Secretary





	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC	 	 
	 	 	 
	Name:	 	 
	Title:	 	 


 






     


     


    

 


INNOVATIVE INTERNATIONAL 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 as the same may be amended from time to time, 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	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	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 represented by the within Certificate, and hereby irrevocably constitutes and appoints ___________________
	 
	Attorney to transfer the said 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:


 


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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 


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 its 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, (ii) the Corporation 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 (as the same may be amended from time to time) to modify the substance and timing of the Company’s
obligation to redeem 100% of the Class A ordinary shares if it does not consummate and initial business combination by          ,
2023, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its 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.