Exhibit 4.2


 


NUMBER


 


	 	NUMBER 
	 	C 
	 	SHARES
	 	SEE REVERSE 
	 	FOR
	 	CERTAIN 
	 	DEFINITIONS 
	 	CUSIP


 


BANYAN ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE

CLASS A COMMON STOCK


 


	This Certifies that	 
	 	 
	is the owner of	 




 


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


 


BANYAN 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.


 


The Company will be forced to redeem all of its
shares of Class A common stock if it is unable to complete a business combination by ________________, 2023, or by such later date
approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation,
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.


 


	Chief Executive Officer	 	

Delaware	 	Chief Financial Officer


 






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BANYAN 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 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 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:


 


	 	 	UNIF GIFT

 MIN ACT	—	_____	Custodian	_____
	TEN COM	— as tenants in common	 	(Cust) (Minor)
	TEN ENT 

JT TEN	— as tenants by the entireties

 — 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 sell(s), assign(s) and transfer(s) 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 capital stock represented by the
within Certificate, and do(es) 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).


 






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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 the Company’s initial public offering only in the event that
(i) the Company redeems the shares of Class A Common Stock sold in its initial public offering and liquidates because it does
not consummate an initial business combination by _______________, 2023, or by such later date approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of
Class A 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 redemption
in connection with the Company’s initial business combination or to redeem 100% of the shares of Class A Common Stock sold
in its initial public offering if it does not complete its initial business combination by , 2023, or (B) with respect to any other
provision relating to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to
redeem for cash his, her, its or their respective shares of Class A 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.


 






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