EX-4.2





 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). 












 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.