Exhibit 4.2


 





	NUMBER	SHARES



 


CACTUS ACQUISITION
CORP. 1 LIMITED 


 


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


 


CLASS A ORDINARY
SHARES


 


SEE REVERSE FOR


 


CERTAIN DEFINITIONS


 





	This Certifies that is the owner of	CUSIP [●]



 


FULLY PAID AND NON-ASSESSABLE CLASS
A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF


 


CACTUS ACQUISITION CORP. 1
LIMITED 


 


(THE “COMPANY”)


 


transferable
on the register of members 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 by a date calculated by reference
to the Company’s amended and restated memorandum and articles of association, 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
seal of the Company and the facsimile signatures of its duly authorized officers.


 





	Dated:	 
	 	 
	 	 
	CHIEF EXECUTIVE OFFICER	 



 


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	 	under Uniform Gifts to Minors



 


	 	tenants in common	 	 



 


	 	 	 Act	 
	 	 	 	(State)



 






     


     


    

 


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


 


CACTUS ACQUISITION
CORP. 1 LIMITED


 


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 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 amended and restated memorandum and
articles of association 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.


 





	For value received,	hereby sell, assign and transfer unto



 


(PLEASE INSERT SOCIAL SECURITY OR OTHER

 IDENTIFYING NUMBER OF ASSIGNEE(S))


	
     

     



(PLEASE PRINT OR
TYPEWRITE NAME 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 register of members of the within named Company with full power of substitution in the premises.


 


Dated


 





		Notice:	The signature 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 its 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
by a date calculated by reference to the Company’s amended and restated memorandum and articles of association, (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 (a) to modify the substance or timing of the Company’s obligation to
redeem 100% of the Class A ordinary shares if it does not consummate an initial business combination by a date calculated by reference
to the Company’s amended and restated memorandum and articles of association or (b) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity, 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.