Exhibit
4.2


 


SPECIMEN
ORDINARY SHARE CERTIFICATE


 


	CERTIFICATE
    NUMBER	SHARES


_________


 


HEROIC
EMPIRE ACQUISITION LIMITED


 


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY
SHARE


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


	THIS
    CERTIFIES THAT	CUSIP:
    


 


IS
THE OWNER OF


 


FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF PAR VALUE $0.0001 PER SHARE


 


HEROIC
EMPIRE ACQUISITION LIMITED


 


transferable
on the books of the Company in person or by duly authorized

attorney upon surrender of this certificate properly endorsed. 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.


 


Dated:


 


	 	 	 
	Chairman
    	 	Chief
    Financial Officer


 


HEROIC
EMPIRE ACQUISITION LIMITED

CORPORATE

SEAL 2021

CAYMAN ISLANDS


 


 


HEROIC
EMPIRE ACQUISITION LIMITED 


 


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 share or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the Ordinary 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 issuance of Ordinary 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.


 




    	 



     


    

 


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


TEN
ENT - as tenants by the entireties


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


 


	UNIF
    GIFT MIN ACT -	 	Custodian	 	 
	 	(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 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


represented
by the within Certificate, and do hereby irrevocably constitute and appoint


 


	 	Attorney


to
transfer the said share on the books of the within named Company will full power of substitution in the premises.


 




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	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) 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).


 


The
holder of this certificate shall be entitled to receive funds from the trust account only in the event of (i) the liquidation of the
trust account upon a failure to consummate a business combination, as described in the prospectus covering the securities or (ii) if
the holder seeks to convert his respective shares or sells them to the Company in a tender offer, in each case in connection with (1)
the consummation of a business combination or (2) in connection with an amendment to our Memorandum and Articles of Association prior
to the consummation of a business combination. In no other circumstances shall the holder have any right or interest of any kind in or
to the trust account.


 




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