Exhibit 4.2


  


	NUMBER

        ______C
	SHARES


1347 CAPITAL CORP.


INCORPORATED UNDER
THE LAWS OF DELAWARE


COMMON STOCK


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	 	This Certifies that 	CUSIP 68245V 103
	 	 	 
	 	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF THE PAR VALUE OF $.0001 EACH OF


 


1347 CAPITAL CORP.


 


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 liquidate
if it is unable to complete an initial business combination within eighteen months from the closing of the Company’s initial
public offering, or within twenty-four months if certain criteria are satisfied, all as more fully described in the Company’s
final prospectus dated [________], 2014.


 


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:


 


	 	 	 
	CHAIRMAN	 	SECRETARY


 




    	 



    	 



    

 


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	 	 	under Uniform Gifts to Minors
	and not as tenants in common	 	 	         Act  __________
	 	 	 	                   (State)




 


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


 


1347 Capital 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 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 Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of
Preferred 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.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE





	 	 







 







	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 


______________________________________________________________________________________shares of the
capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________________________Attorney
to transfer said stock on the books of the within named Company will 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) SHOULD 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).	 


 




    	 



    	 



    

 


The holder of this certificate shall be entitled to receive
funds from the trust account only in the event of the Company’s liquidation upon failure to consummate a business combination
or if the holder seeks to convert his, her or its respective shares of Common Stock upon consummation of 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.