EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER
	  	SHARES
	 C-
	  	

 SEE REVERSE FOR 

CERTAIN DEFINITIONS 
 CUSIP [•]

 KENSINGTON CAPITAL ACQUISITION CORP. V 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARE 
 This Certifies that
                                         
                    is the owner of
                                     

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

EACH OF 
 KENSINGTON CAPITAL
ACQUISITION CORP. V 
 (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 Class A ordinary shares if it is unable to complete a business combination
by                ,                , or by such later date approved by the
Corporation’s shareholders in accordance with the Corporation’s amended and restated memorandum and articles of association, as more fully described in the Corporation’s 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. 
 Dated:                      

 

			
	 Chief Executive Officer

                          
                                      
	  	 Chief Financial Officer

                       
                                         















 KENSINGTON CAPITAL ACQUISITION CORP. V 

The Corporation 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 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 memorandum and articles of association 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
	  		  			  	
							
	 JT TEN
	  	 	—	 	  	as joint tenants with right of survivorship and 
not as tenants in common	  				  	 (Cust)
	  		  	 (Minor)

		  				  		  		  				  	 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
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 Corporation with full power of substitution in the premises.


 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 WHATSOEVER. 

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 Class A ordinary shares sold in its initial public offering and liquidates
because it does not consummate an initial business combination by                 ,
                , or by such later date approved by the Corporation’s shareholders in accordance with the Corporation’s amended and restated memorandum and
articles of association, (ii) the Corporation redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Corporation’s amended and restated memorandum and articles of
association to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Class A ordinary shares sold in its initial public offering
if it does not consummate an initial business combination by                 ,
                , or with respect to any other provisions relating to the rights of holders of Class A ordinary shares 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 Corporation 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.