Exhibit 4.2


 


	 

         

        Certificate Number

        __
	APOLLO STRATEGIC GROWTH CAPITAL
        III

         

        INCORPORATED IN THE CAYMAN ISLANDS
        UNDER THE COMPANIES ACT (AS AMENDED OR REVISED FROM TIME TO TIME)

         

         

         
	 

         

        Number of Shares

        ___



 


 





	THIS
    CERTIFIES THAT	 
	OF	 
	IS THE OWNER OF	_____________fully paid and non-assessable CLASS A ORDINARY SHARES
    of USD 0.0001 each.
	IN THE COMPANY	APOLLO STRATEGIC GROWTH CAPITAL III (the "Company")
    transferable on the books of the Company by the holder hereof in person or by a duly authorised attorney upon surrender of
    this certificate to the Company.  This certificate and the shares represented are issued and shall be held subject to
    the provisions of the Memorandum and Articles of Association of the Company.
	 	 
	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 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, all as more fully described in the Company’s
final prospectus dated [____],2022
	 
	EXECUTED on behalf of the Company this ______________day of _____________



  


 


	Director



 

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




    	 



    	 



    

 


APOLLO STRATEGIC GROWTH CAPITAL III


 


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 and all amendments thereto 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:


 





	TEN COM	–	as tenants in common	UNIF GIFT MIN ACT	–  	 	Custodian 	 
	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	–	as tenants by the entireties	 	 		 	
	 	 	 	 	 	 	 	 
	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 OF ASSIGNEE)

    

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

    

    
	Shares
    represented by the within Certificate, and does here 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:______________________________

        NOTICE: THE SIGNATURE(S) TO
        THIS ASSIGNMENT MUST CORRESPONDE 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 OR ANY SUCCESSOR RULE).


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 within the period of time set forth in 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 within the time period set forth therein or (b) with respect to any other material provisions
relating to the rights of holders of the Company’s Class A ordinary shares 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.