Exhibit 4.2








 


	NUMBER	 	NUMBER C
    SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G8857R 100


 


THUNDER
BRIDGE ACQUISITION, LTD.

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 $0.0001 EACH OF


 


THUNDER
BRIDGE ACQUISITION, LTD.

(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 Class A ordinary shares if it is unable to complete a business combination by
           , 2019 all as more fully described in the Company’s final
prospectus dated          , 2018.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


Witness
the seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Chief Executive Officer	 	

    Cayman Islands	 	Secretary


 






     


     


    




 


THUNDER
BRIDGE ACQUISITION, LTD.


 


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 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 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:	                      	 


 






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	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           ,
2018, 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
by            , 2019, (ii) the Corporation 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 redeem
100% of the Class A ordinary shares if it does not consummate and initial business combination by            ,
2019, 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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