Exhibit 4.2


 


NUMBER


 


CLIMATEROCK


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	This Certifies that ______is the owner of	CUSIP G2311X 100	 


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF THE PAR VALUE OF

US$0.0001 EACH OF


CLIMATEROCK


(THE "COMPANY")


 


subject to the Amended and Restated Memorandum
and Articles of Association of the Company and transferable on

the register of members 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 a date calculated by reference to the Company's Amended and Restated Memorandum and Articles

of

Association, all as more fully described in the Company's final prospectus dated [___], 2022.


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


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


 


Dated:


	 	 	 	 
	CHIEF EXECUTIVE OFFICER	 	 	 
	 	 	 	 





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.


 






     


     


    

 


CLIMATEROCK


 


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 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 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.


 


For value received, hereby sell, assign and transfer unto


 


	(PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S))	 
	 	 
	 	 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


represented by the within Certificate,
and does hereby irrevocably constitute and appoint


 


Attorney to transfer the said shares on the
register of members of the within named Company with full power of substitution in the premises.


 


Dated


	 	 	Notice:	The signature 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:


 


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 [_____], 2022, 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 a date calculated by reference to the Company's Amended and Restated Memorandum and Articles of Association, (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) to modify the substance or timing of the Company's obligation to redeem 100% of the
Class A ordinary shares if it does not consummate an initial business combination by a date calculated by reference to the Company's Amended
and Restated Memorandum and Articles of Association or (b) with respect to any other provision relating to shareholders' rights or pre-initial
business combination activity, 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.