Exhibit
4.2


 


	NUMBER

    C-[  ]
	SHARES

     

    CUSIP
    [  ]



 


Valuence
merger corp. i

CLASS A ORDINARY SHARES


 


This
Certifies that             is the owner of
             Class A ordinary shares, par value $0.0001 per share (each,
a “Class A Ordinary Share”) of Valuence Merger Corp. I, a Cayman Islands exempted company (the
“Company”), transferable on the books of the Company in person or by duly authorized attorney upon
surrender of this certificate.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


Witness
the facsimile signature of a duly authorized signatory of the Company.


 


	Authorized
    Signatory	 	Transfer
    Agent
	 	 	 
	 	 	 


 




    	 



    	 



    

 


VALUENCE
MERGER CORP. I


 


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
                                                                     __________(Cust)_______ (Minor)

	 	 	 	 
	TEN
    ENT	—
    as tenants by the entireties	 	Under
Uniform Gifts to Minors Act ____________________

    (State)

    ______________

	JT
    TEN	—
    as joint tenants with right of survivorship and not as tenants in common	 	 


 


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))
	 
	Class A Ordinary 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 Company with full power of substitution in the premises.


 


	 	 	 
	 	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) 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 UNDER THE SECURITIES
    EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 


 




    	 



    	 



    

 


As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering 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 the Company’s initial public offering in the event that (i) the Company redeems the
Class A Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may
be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A Ordinary Shares represented
by this certificate in connection with (x) 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 or (y) a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of
the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Class
A Ordinary Shares if it does not consummate an initial business combination within the time set forth in the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial Business Combination activity. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.