Exhibit 4.2

    

    
       

    

    	 	 	 	 	 
	
            NUMBER

          	 	 	 	
            NUMBER

          
	 	 	 	 	
            C-

          
	 	 	 	 	
            SHARES

          
	 	 	 	 	
            SEE REVERSE FOR

              CERTAIN DEFINITIONS

          
	 	 	 	 	
            CUSIP [•]

          


    
      

      

      AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

    

    
      

      

      INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

    

    
      CLASS A 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 CLASS A COMMON STOCK OF

    

    
      

      

      AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

    

    
      (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 will be forced to redeem all of its shares of Class A common stock if it is unable to complete a
        business combination by [•], 2023, or by such later date approved by the Company’s stockholders in accordance with the Corporation’s amended and restated certificate of incorporation, all as more fully described in the Corporation’s final
        prospectus dated [•], 2021.

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

      Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

    

    
       

    

    	
            Secretary

          	
              

          	
            [Corporate Seal]

              Delaware

          	
              

          	
            President

          
	 	 	 	 	 


    

    

    
      

      
        


      

    

    
      AXONPRIME INFRASTRUCTURE ACQUISITION CORPORATION

    

    
      

      

      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 stock or series thereof of the Corporation 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 amended and restated 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 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) 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 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 capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints

    

    
      

      
        


      

    

    
      Attorney to transfer the said stock 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 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 Corporation’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 Corporation redeems the shares of Class A common stock
        sold in its initial public offering and liquidates because it does not consummate an initial business combination by [•], 2023, or by such later date approved by the Company’s stockholders in accordance with the Corporation’s amended and restated
        certificate of incorporation, (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation to
        (A) modify the substance or timing of the Corporation’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by [•], 2023, or (B) with respect to any other provision relating to the
        holder(s) 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 Class A common stock in connection with a tender offer (or proxy solicitation, solely in the
        event the Corporation 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.