Exhibit 4.2


 


	NUMBER	SHARES      


 


C-


 


DD3
ACQUISITION CORP. III


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


CLASS
A COMMON STOCK


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 





	This
    Certifies that	CUSIP [●]       


 


 


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


 


DD3
ACQUISITION CORP. III


(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 Class A common stock if it is unable to complete an initial business combination
within the time period 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 the duly authorized officers of the Company.


 


Dated:


 


	 	 	 
	Chief
    Executive Officer	 	Chief
    Financial Officer



 






     


     


    

 


DD3 Acquisition
Corp. III


 


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 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	under
    Uniform Gifts to Minors
	 	 	and
not as tenants in common		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 OF ASSIGNEE


 





	 	 
	 	 


 


 





 



(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 





 



 


 





 



shares
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints                                                                           
 Attorney to transfer the said shares
on the books of the within named Company 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:


 


 





 



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 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 Class A common stock sold in its initial public offering because it does not consummate
an initial business combination within the period of time (the “Completion Period”) set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”), (ii)
the Completion Period is extended by a stockholder vote or the Company seeks to amend any provisions of the Charter (A) to modify
the substance or timing of the Company’s obligations with respect to conversion rights as described in the Company’s
final prospectus dated ______________, 2021 or (B) with respect to any other material provision relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to convert his, her or its respective shares
of Class A common stock upon consummation of, or sell his, her or its shares of Class A common stock in a tender offer in connection
with, an initial business combination which the Company consummates. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.