Exhibit 4.2


 


	NUMBER	NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4086B 123


 


GREENCITY ACQUISITION CORPORATION

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

ORDINARY SHARES


 


	This Certifies that	 
	 	 
	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE
OF $0.0001 EACH OF


 


GREENCITY ACQUISITION 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 ordinary shares
if it is unable to complete a business combination by                , 2021
all as more fully described in the Company’s final prospectus dated              ,
2020.


 


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


 


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


	 	 	 	 	 
	Chief Executive Officer	 	[Corporate Seal]

Cayman Islands	 	Secretary
		 	 	 	


 


CONTINENTAL STOCK TRANSFER

 & TRUST COMPANY


 


	 	 
	Name:	 
	Title:	 



 






     


     


    

 


GREENCITY ACQUISITION CORPORATION


 


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 ordinary shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.  This certificate and the ordinary shares represented thereby are issued and shall be
held subject to all the provisions of the amended and restated memorandum and articles of association 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	 		 	 	 	Custodian	 	 
	 	 	—	 	 	 	 MIN ACT	 	—	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Under Uniform Gifts to Minors    
	 	 	 	 	 	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	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))
	 
	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:	 	 


 






     


     


    

 


	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 SECURITIES ACT OF 1933, AS AMENDED).


 


In each case, as more fully described in the Company’s
final prospectus dated           , 2020, 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 ordinary shares sold in its initial public offering and
liquidates because it does not consummate an initial business combination by            ,
2021, (ii) the Corporation redeems the 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 to modify the substance and timing
of the Company’s obligation to redeem 100% of the ordinary shares if it does not consummate and initial business combination
by            , 2021, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective 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.