Exhibit 4.2 


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


NUMBER SHARES


 


CHAIN BRIDGE I


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


 


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR 


CERTAIN DEFINITIONS


 


CUSIP G2061X 102


 


This certifies that               is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF THE PAR VALUE 

OF US$0.0001 EACH OF CHAIN BRIDGE I (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 Registrar and Transfer Agent and registered by the Registrar and Transfer Agent.


 


Witness the facsimile signature of its duly
authorized officer.

 


 


	Dated:	 	 




 


	By:	 	 




	 	Michael Rolnick	 
	 	Chief Executive Officer	 




 






     


     


    

 


Chain Bridge I


 


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:


 


 


	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 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: __________ 


	 	 
	 	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:
	 
	 	 
	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.	 


  


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 the Company’s initial public offering only (i) in the event of the redemption
of the Company’s Class A ordinary shares sold in its initial public offering if the Company 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) 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 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 pre-initial
business combination activity, and (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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 to or in the trust account.