Exhibit 4.2


 


	NUMBER OF SHARES _______	NUMBER _______
	 	CUSIP _______
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 


 


GIANT OAK ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN
ISLANDS

ORDINARY SHARES


 


This Certifies that _______________________________________, is the
owner of ____________________________________________


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, NO PAR VALUE


 


GIANT OAK ACQUISITION CORPORATION

(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 forced to redeem all of its ordinary shares if
it is unable to complete a business combination by _____________, 202_ as more fully described in the Company’s final prospectus
dated ______________, 2022.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.


 


Corporate Seal


British Virgin Islands


 


	Secretary	 	Chief Executive Officer
	 	 	 
	 	 	 


 


GIANT OAK ACQUISITION CORPORATION


 


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 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 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 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 Act survivorship and not as tenants in common	 	Under Uniform Gifts to Minors


 


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 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 (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               , 2022, 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 ordinary shares sold in the Company’s initial public
offering and liquidates because it does not consummate an initial business combination by________________, 202_, or (ii) if the holder(s)
seek(s) to redeem for cash his, her, its or their respective 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.