Exhibit 4.2


 


	 	 	NUMBER C- 

SHARES SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP G6448C103



 


NEWCOURT ACQUISITION CORP

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


	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


 


NEWCOURT 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 by [____], 2023 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 the Company’s
duly authorized officers.


 


	 	 	 
	[Title]	 	[Title]



 






     


     


    

 


NEWCOURT 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 amended and restated
memorandum and articles of association 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 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 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: 	 	 


 


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 UNDER THE SECURITIES ACT OF 1933, 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 holders of Class A
ordinary shares exercise their right to have their shares redeemed upon the completion of the Company’s initial business combination;
(ii) 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 by [____], 2023, (iii) 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 to modify
the substance and timing of the Company’s obligation to provide holders of 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 it does
not consummate an initial business combination by [____], 2023, or (iv) 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.