Exhibit
4.2


 


	NUMBER	SHARES


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
[●]


 


AETHERIUM
ACQUISITION 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 CLASS A COMMON STOCK,


PAR
VALUE OF $0.0001 (THE “COMMON STOCK”), OF


 


AETHERIUM
ACQUISITION CORP.


(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 required to redeem all of its shares of Common Stock if it is unable to complete a 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
(the “Charter”), 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 of the Company.


 


Witness
the facsimile signatures of its duly authorized officers.


 


	Chief
    Executive Officer or Co-Chief Executive Officer, as applicable	 	Chief
    Financial Officer
	 	 	 


 




    	 



    	 



    

 


AETHERIUM
ACQUISITION CORP.


 


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 Charter 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 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 Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney
to transfer the said shares of Common Stock 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:	 
	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 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


As
more fully described in the Company’s final prospectus for its initial public offering dated               ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds from the trust account established
in connection with the Company’s initial public offering only in the event of the Company’s liquidation upon failure to consummate
a business combination or if the holder(s) seek(s) to convert his, her or its shares upon consummation of, or tender his, her or its
shares in a tender offer in connection with, such business combination or in connection with certain amendments to the Company’s
Amended and Restated Certificate of Incorporation. In no other circumstances shall the holder have any right or interest of any kind
in or to the trust account.