Exhibit 4.2 


 


SHARES 


NUMBER 


C- 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP ______ 


 


USA ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE


 


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares
of Class A common stock, par value $0.0001 per share (“Common Stock”), of USA Acquisition Corp., a Delaware
corporation (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 shares of Common Stock
if it is unable to complete a business combination by [•], 2023, or by such later date approved by the Company’s stockholders
in accordance with the Company’s Amended and Restated Certificate of Incorporation, all as more fully described in the Company’s
final prospectus dated.


 


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





 






     


     


    

 


USA ACQUISITION CORP.


 


The Company will furnish without charge to each stockholder 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 Company’s Amended
and Restated 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 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 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 Common Stock represented by the within Certificate, and
hereby irrevocably constitutes and appoints


 


Attorney to transfer the said shares of Common Stock 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 whatsoever.
	 	 	 	 	 
	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          , 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 the Company’s
initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s initial
public offering and liquidates because it does not consummate an initial business combination by the date set forth (the “Last Date”)
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
(ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder
vote to amend the Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial business combination or to redeem 100% of the Common Stock if it does not consummate an initial business combination
by the Last Date or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Common Stock in connection with a tender
offer (or proxy solicitation, solely in the event the Company seeks stockholder 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.