Exhibit 4.2


 


	NUMBER	 	SHARES
	C-	 	 
	 	 	CUSIP  [●]


 


SEE REVERSE FOR CERTAIN
DEFINITIONS 


 


Williams
Rowland Acquisition Corp. 


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


This Certifies that ______________________is
the owner of _______________________


 


 FULLY PAID AND NON-ASSESSABLE
SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF WILLIAMS ROWLAND 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 forced to redeem all of its shares of common stock if it does not complete a business combination by the date set forth
in the Company’s amended and restated certificate of incorporation, 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.


 


	 	 	 	 	 
	Secretary	 	Co- Chief Executive Officer	 	Co- Chief Executive Officer


 




    


     


    

 


Williams
Rowland 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 Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions
of the Company’s 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 as tenants in common	 	under Uniform Gifts to Minors Act
	 	 
	 	(State)


 


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
stock on the books of the within named Company with full power of substitution in the premises.


 






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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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED).


 


In each case, as more fully 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 Company’s amended and restated certificate
of incorporation, (ii) the Company redeems the shares of common stock sold in its initial public offering in connection with a stockholder
vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to allow redemptions in connection with its initial business combination or to redeem 100% of the common stock if it does not
consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of incorporation
or (b) 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.


 


 


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