Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY
SHARE CERTIFICATE


 


	 	 
	NUMBER	SHARES


 


FAT PROJECTS 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 OR NOMINAL VALUE OF


US$0.0001 EACH OF FAT
PROJECTS ACQUISITION CORP (THE “COMPANY”)


 


subject to the Company’s
amended and restated memorandum and articles of association, as the same may be amended and/or restated 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 and/or restated 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:	 	 	 	 
	President	 	Cayman Islands	 	[•]
	 	 	 
	 	 	 	 	 


 


FAT PROJECTS 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 and/or restated 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


 






     


     


    

 


	 	 	 	 	 	 	 
	 	 	 	 
	TEN ENT	 	as tenants by the entireties	 	 	 	
    (Cust)                         
       (Minor)

    under Uniform Gifts to Minors Act

     

	 	 	 	 
	JT TEN	 	as joint tenants with the 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))


 


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


 


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.