Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP ________



 


SEE
REVERSE FOR CERTAIN DEFINITIONS 


 


BANNIX
Acquisition Corp. 


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


This
Certifies that ______________________is the owner of _______________________


 


 FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 EACH OF THE COMMON STOCK OF BANNIX ACQUISITION CORP.

(THE “COMPANY”)


 


 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 shares of common stock if it does not complete a business combination by the date set
forth in the Company’s amended and restated certificate of incorporation, 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.


 


	 	 	 	 	 
	Secretary	 	Chief Executive Officer	 	Chief Executive Officer



 






    	 



    	 



    

 


BANNIX
Acquisition Corp. 


 


The
Company will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock 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 certificate of incorporation and all
amendments thereto and resolutions of the Company’s 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	 
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 
	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not
as tenants in common	 	under Uniform
Gifts to Minors Act
	 	 
	 	(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))



 


____________________shares
of the common stock represented by the within Certificate, and hereby irrevocably constitutes and appoints ________________ Attorney
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


Dated: _________


 






    	 



    	 



    

 


	 	 
	 	 
	 	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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In each case, as
more fully described in the Company’s final prospectus for its initial public offering 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 the Company’s initial public offering only in the event that (i) the Company redeems the shares of common
stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination
by the date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares
of common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended
and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemptions
in connection with its initial business combination or to redeem 100% of the common stock if it does not consummate an initial
business combination by the date set forth in the Company’s amended and restated certificate of incorporation or (b) with
respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, or (iii)
if the holder(s) seek(s) to redeem for cash his, her or its respective shares of common stock in connection with a tender offer
(or proxy solicitation, solely in the event the Company seeks stockholder 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.