Exhibit 4.2



 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES


 


ICONIC SPORTS ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [ ]


 


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 ICONIC SPORTS 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 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:	 	 	 



 


	 	 	 
	 	 	 
	Co-Chief
    Executive Officer	 	Chief
    Financial Officer


 


ICONIC SPORTS 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
	 	 	 	 	 	 	 
	 	 	 	 	 	(Cust)	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 
	 	 	 	 	 	(State)
	JT TEN	—	as joint tenants with right of survivorship and not 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 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.


 









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	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 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 within the period of time set forth in 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 provide holders of the Class A ordinary shares
the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class A
ordinary shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with
respect to any other provision relating to the rights of holders of the Class A ordinary shares, 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.


 






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