Exhibit
4.2


 


	NUMBER	SHARES
	C-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
G0223V105


 


ALPHATIME
ACQUISITION CORP


 


ORDINARY
SHARES


 


THIS
CERTIFIES THAT                         is the owner of                     ordinary shares, par value $0.0001 per share (each, a “Ordinary Share”), of
AlphaTime Acquisition Corp, a Cayman Islands exempted company (the “Company”), transferable on the books of
the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


Witness
the facsimile signature of a duly authorized signatory of the Company.


 


	Authorized
Signatory
	 	 	 	Transfer
    Agent
	 	 	 	 	 
	 	 	 	 	 



 



    	 



     


    

 


AlphaTime
Acquisition Corp


 


The
Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity 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 of the Company 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 ___________
	 	 	 	 	 	 	        (Cust)                              (Minor)
	TEN
    ENT	—	as
    tenants by the entireties	 	 	 	 
	 	 	 	 	 	 	Under
    Uniform Gifts to Minors Act
	JT
    TEN	—	as
    joint tenants with 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))


 


Ordinary
Shares represented by the within certificate, and do hereby irrevocably constitute and appoint                                     Attorney to transfer the said Ordinary
Shares on the books 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 UNDER THE SECURITIES
    EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). 	 


 


As
more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering dated                        , 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 in the event that (i) the Company redeems the Ordinary
Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the time
period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from
time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares represented by this certificate
in connection with (x) 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 or (y) 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 allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary Shares if it does
not consummate an initial business combination within the 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 or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity. In no other circumstances shall the holder(s) have any right or interest of any
kind in or to the trust account.