Exhibit 4.2


 


	NUMBER	SHARES
	C-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


GTY TECHNOLOGY HOLDINGS INC.


 


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 GTY Technology Holdings Inc., 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 properly endorsed.


 


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


 




    	 	 	 



     


    

  


GTY Technology Holdings Inc.


 


The Company will furnish
without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity 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 of the Company 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.


 


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


 


Class A Ordinary Shares represented
by the within certificate, and do hereby irrevocably constitute and appoint
                                  Attorney
to transfer the said Class A Ordinary Shares on the books of the within named Company with 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) 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)). 	 


 




    	 	 	 



     


    

 


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                   , 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 (i) in the event that 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 proxy solicitation or tender offer in connection with a proposed
initial business combination or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles
of Association that would affect substance or timing of the Company’s obligation 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. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.