EX-4.2





 Exhibit 4.2 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE 
  

			
	NUMBER	  	SHARES

 C&W ACQUISITION CORP. 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARES 

SEE REVERSE FOR 
 CERTAIN
DEFINITIONS 
 CUSIP [    ] 

This Certifies that
                                        is the
owner of 
 FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF
US$0.0001 EACH OF C&W ACQUISITION CORP. (THE “COMPANY”) 
 subject to the Company’s amended and restated memorandum
and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the
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, all as more fully described in the Company’s final prospectus
dated [                ], 2021. 
 This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the facsimile
signatures of its duly authorized officers. 
  

			
	 Dated:
                                         
                                         
              
	 	

  

									
	Chief Executive Officer	  	        	  	Cayman Islands	  	        	  	Chief Financial Officer
					
	  
	  		  		  		  	  














 C&W ACQUISITION CORP. 

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 Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of Class A 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	 	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. 

  
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 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:	 		 	        	  	


							
		 	  
	 		  	  

		 		 		  	 Shareholder
  

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). 

In each case, as more fully described in the Company’s final prospectus dated
[                ], 2021, 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 Class A ordinary shares sold in its initial public offering and liquidates because it does not
consummate an initial business combination within the period of 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, (ii) the Company redeems the
Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the
Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class A ordinary shares if the
Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, or (iii) if the
holder(s) seek(s) to redeem for cash his, her or its respective Class A 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. 

  
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