Exhibit
4.2


 


SPECIMEN
CLASS A COMMON STOCK CERTIFICATE


 


	CERTIFICATE NUMBER	SHARES


_________


NEO
TECHNOLOGY ACQUISITION CORPORATION


INCORPORATED
UNDER THE LAWS OF DELAWARE


CLASS
A COMMON STOCK


SEE
REVERSE FOR

CERTAIN DEFINITIONS


	THIS CERTIFIES
    THAT	CUSIP:
    64046W 101


IS
THE OWNER OF


 


FULLY
PAID AND NON-ASSESSABLE COMMON STOCKS OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF


NEO
TECHNOLOGY 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. 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


 




     


    


    

 


NEO
TECHNOLOGY ACQUISITION CORPORATION

CORPORATE

SEAL 2021

DELAWARE


 


NEO
TECHNOLOGY ACQUISITION CORPORATION


 


The
Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stocks or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the Common Stocks represented thereby are issued and shall be held subject to
all the provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of
Directors providing for the issuance of Common Stocks (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)

    
	 
	 


 






    2 


    


    




 


	 	 
	shares of the capital
    stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


	 	Attorney
	to transfer the
    said stocks on the books of the within named Corporation 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)
    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 stocks 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 Certificate of Incorporation 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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