Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	 	 
	NUMBER	SHARES


 


SEMPER PARATUS ACQUISITION CORPORATION


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 (THE “CLASS A
ORDINARY SHARES”) OF


SEMPER PARATUS 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 of the Company.


 


Witness the facsimile signatures of its duly
authorized officers.


 


	 	 	 
	Dated:
	 
	Chief Executive Officer and President	Cayman Islands	Chief Executive Officer





 






    


     


    

 


SEMPER PARATUS ACQUISITION CORPORATION


 


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 Class A ordinary 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 Chief Executive Officer
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(S) AND ADDRESS(ES), INCLUDING
ZIP CODE, OF ASSIGNEE(S))


 


_______Class A
ordinary shares represented by the within certificate, and does hereby irrevocably constitute and appoint ____________________ Attorney
to transfer the said Class A ordinary 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).


 









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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 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 Class A ordinary 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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