Exhibit
4.2


 


	NUMBER
    SHARES	 
	 	 
	C-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


CUSIP
[*]


VISION
SENSING 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 CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF


 


VISION
SENSING 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 required to redeem all of its shares of Common Stock if it is unable to complete a business combination within the time
period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(the “Charter”), 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 of the Company.


 


Witness
the facsimile signatures of its duly authorized officers.


 


	Chief
    Executive Officer	 	Chief
    Financial Officer
	 	 	 


 


VISION
SENSING ACQUISITION CORP.


 


The
Company will furnish without charge to each stockholder who so requests a statement of 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 Charter 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 under Uniform Gifts to Minors Act (State) as tenants in common



   






    	 



    	 



    

  


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 Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney
to transfer the said shares of Common 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 OF 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 only in the event that (i) the Company redeems
the shares of 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 Charter, as the same may be amended from time to time (such date being referred to
herein as the “Last Date”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering properly
submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or 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 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.