Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


	
    NUMBER
	 	SHARES


 


RICHSPACE ACQUISITION CORP.


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 OF


RICHSPACE ACQUISITION CORP. (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.


 


Witness the facsimile signatures of its duly
authorized officers.


 


	
    Date:
	 	 	 


 


	
    Chief Executive Officer
	 	Chief Financial officer
	 	 	 
	 	Cayman Islands	 
	 	 	 


 




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RICHSPACE ACQUISITION CORP.


 


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 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 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	 
	 	 	 	 	 	 	 	(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)) 





 


____________________Shares represented by the
within Certificate, and does hereby irrevocably constitute and


 


appoint___________________________________________
Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.


 




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    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 that would affect the substance or timing of the Company’s obligation to provide for the redemption
of Class A ordinary shares in connection with an initial business combination or to redeem 100% of the Class A ordinary shares if it does
not consummate an initial business combination within the time period set forth therein, 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.

 


 


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