Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP 602680100


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Mindset
Growth Opportunities i 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 THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF Mindset Growth Opportunities I Corp.

(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 Class A common stock if it does not complete a business combination by the date set forth in the Company’s amended and
restated certificate of incorporation, as the same may be amended from time to time, all as more fully described in the Company’s
final prospectus dated December __________, 2021.


 


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


 


Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.


 


	 	[Corporate Seal]	 
	 	 	 
	 	Delaware	 
	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 




     


     


    

 





Mindset
Growth Opportunities I Corp.


 


The Company 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 stock 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 Company’s 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 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))


 


____________________shares of the Class A common stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints ________________ Attorney to transfer the said 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 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In each case, as more fully described in the Company’s
final prospectus dated December __________, 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 Class A 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 in the Company’s amended and restated certificate of
incorporation, (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder
vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to allow redemptions in connection with its initial business combination or to redeem 100% of the Class A common stock if it
does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of incorporation
or (b) 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 or its respective shares of Class A 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.