Exhibit 4.2


 


	NUMBER _____ 	 ______________ SHARES
	 	 
	SEE REVERSE FOR  CERTAIN DEFINITIONS	 
	 	 
	CUSIP [_]


 


EMERALD ESG ACQUISITION CORP. 


A DELAWARE CORPORATION


CLASS A COMMON STOCK


 


	This Certifies that	 	 
	 	 	 
	is the owner of	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A
COMMON STOCK, $0.0001 PAR VALUE 

PER SHARE EACH, OF


 


EMERALD ESG ACQUISITION CORP 


(THE “CORPORATION”)


 


transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation must redeem all of its shares
of Class A common stock and liquidate if it is unable to complete an initial business combination within 18 months from the date of the
completion of the Corporation’s initial public offering, agreement in principle or definitive agreement for its initial business
combination within 18 months from the date of completion of the initial public offering, but has not completed the business combination
within such 18-month period (excluding any overallotment exercise), as more fully described in the Corporation’s final prospectus
relating to the initial public offering of its Class A common stock as a part of the units being offered by it dated                      ,
2021.


 


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


 


Witness the facsimile signatures of its duly authorized
officers.


 


	 	 	 
	President	 	Secretary


 


Transfer Agent:


 


	 	 	 
	Name:

Title:	 	 


 


 






     


    


    

 


EMERALD ESG ACQUISITION CORP 


 


The Corporation will furnish without charge to
each stockholder 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 Corporation and the qualifications, limitations, or restrictions of such preferences and/or
rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate
of Incorporation 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 Corporation), to all of which the holder(s) of this certificate by acceptance hereof assent(s).


 


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 sell(s), assign(s) and transfer(s) 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 of the capital stock
represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) __________________________ attorney
to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises


 


	Dated:
	 
	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 






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	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).


 


As more fully described in the Corporation’s
final prospectus dated                     ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to therein
only in the event that (a) the Corporation redeems the shares of Class A Common Stock sold in its initial public offering because it does
not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Corporation and one or more businesses (a “Business Combination”) within 18 months from the date
of the completion of the Corporation’s initial public offering, agreement in principle or definitive agreement for its initial business
combination within 18 months from the date of completion of the initial public offering, but has not completed the business combination
within such 18-month period (excluding any overallotment exercise), or (b) the holder(s) seek(s) to redeem for cash his, her or its respective
shares of Class A Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in
connection with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed
Business Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval
of an amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares
if the Corporation does not complete an initial Business Combination within the 18 month timeframe. 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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