Exhibit 4.2


 


	NUMBER	SHARES


 


SEE
REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP
G3R23D 102


 


SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE


 


genesis
growth tech Acquisition Corp.

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, PAR VALUE US$0.0001 PER SHARE, OF genesis
growth tech Acquisition CORP.  (THE “COMPANY”) subject to the Company’s amended and restated memorandum and
articles of association, as the same may be amended from time to time, and 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 within the
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, all as more fully described in the Company’s final prospectus dated     , 2021.


 


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


 


Witness
the facsimile signatures of its duly authorized officers.


 


Dated:
_____________


 


	

    Chief
    Executive Officer
	 	Secretary
		 	












     


     


    

 


genesis
growth tech Acquisition Corp.


 


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 Company’s amended and restated memorandum and articles of association, as the same may be amended from time to
time, and resolutions of the Board of Directors providing for the issue of Class A ordinary shares (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:


 



	
     

     
	 	 	UNIF GIFT MIN ACT	—Custodian
	TEN COM	—	as tenants in common	 		 	
	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))


 





 



 


Class
A ordinary 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:
__________


 


	

     
	
	 	Shareholder


 



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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 U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


In
each case, as more fully described in the Company’s final prospectus 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 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 within the period of 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, (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) that would modify the substance or timing of the Company’s
obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s
initial business combination or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business
combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders
of the Class A ordinary shares, 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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