Exhibit 4.2


 


	NUMBER	 	NUMBER 
	 	 	C- 
	 	 	SHARES 
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS 
	 	 	CUSIP [●]




 


ACTIVATE PERMANENT CAPITAL CORP.


 


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


 


ACTIVATE PERMANENT CAPITAL CORP.

(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, 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.


 


	Authorized Signatory	 	[Corporate Seal]	 	Authorized Signatory
	 	 	Delaware	 	 
	 	 	 	 	 




 


	Transfer Agent	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 






     


     


    

 


ACTIVATE PERMANENT CAPITAL CORP.


 


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 Corporation’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 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)
	 	 	 	 	 	 	 	 
	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 capital 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 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 the Corporation’s
initial public offering only in the event that (i) the Corporation redeems the shares of Class A common stock sold in the Corporation’s
initial public offering and liquidates because it does not consummate an initial business combination by           ,
2023, (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 (A) to modify the substance
or timing of the Corporation’s obligation to provide for the redemption of shares of Class A common stock in connection with
an initial business combination or 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 material 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 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.