Exhibit
4.2


 


	NUMBER _____ 	 ______________
    SHARES
	 	 
	SEE
    REVERSE FOR  CERTAIN DEFINITIONS	 
	 	 
	CUSIP 30320F 106


 


FTAC
ZEUS ACQUISITION CORP.


A
DELAWARE CORPORATION


CLASS
A COMMON STOCK


 


	This Certifies that	 	 
	 	 	 
	is the owner of	 	 


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF


 


FTAC
ZEUS ACQUISITION CORP.


(THE
“CORPORATION”)


 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Corporation must redeem all of its shares of Class A common stock and liquidate if it is unable to complete an initial business combination
within 18 months from the date of the completion of the Corporation’s initial public offering, or 21 months from the date of the completion of
the initial public offering if the Corporation has executed a letter of intent, agreement in principle or definitive agreement for its
initial business combination within 18 months from the date of completion of the initial public offering, but has not completed the business
combination within such 18-month period (excluding any overallotment exercise), as
more fully described in the Corporation’s final prospectus relating to the initial public offering of its Class A common stock
as a part of the units being offered by it dated                      , 2021.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness
the facsimile signatures of its duly authorized officers.


 


 


	 		 
	President	 	Secretary


 


Transfer
Agent:


 


	 	 
	Name:

Title:	 


 






     


     


    

 


FTAC
ZEUS ACQUISITION CORP.


 


The
Corporation will furnish without charge to each stockholder 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 Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject
to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder(s) of
this certificate by acceptance hereof assent(s).


 


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
	JT TEN	—	as joint tenants with right of survivorship and not as tenants
in common	 	 	 	
	 	 	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, ________________________ hereby sell(s), assign(s) and transfer(s) 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 capital
stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) __________________________ attorney
to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises


 


	Dated:
	 
	 
	NOTICE: THE SIGNATURE(S)
    TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
    OR ENLARGEMENT OR ANY CHANGE WHATEVER.



 






    2


     


    

 





	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).


 


As
more fully described in the Corporation’s final prospectus
dated                     ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to
therein only in the event that (a) the Corporation redeems the shares of Class A Common Stock sold in its initial public offering
because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”) within 18 months from the date of the completion of the Corporation’s initial public offering, or 21
months from the date of the completion of the initial public offering if the Corporation has executed a letter of intent, agreement
in principle or definitive agreement for its initial business combination within 18 months from the date of completion of the
initial public offering, but has not completed the business combination within such 18-month period (excluding any overallotment
exercise), or (b) the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A Common Stock sold in the
Corporation’s initial public offering (“Public Shares”) in connection with (i) a tender offer (or
proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business Combination) setting
forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its
Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the
Corporation does not complete an initial Business Combination within the 18 to 21 month timeframe. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.


 



    3