Exhibit 4.2
| NUMBER _____ | ______________ SHARES |
| SEE REVERSE FOR CERTAIN DEFINITIONS | |
| CUSIP __________ | |
GENESIS UNICORN CAPITAL CORP.
A DELAWARE CORPORATION
CLASS A COMMON STOCK
| This Certifies that | ||
| is the owner of |
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF
GENESIS UNICORN CAPITAL CORP.
(THE “CORPORATION”)
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Corporation must redeem all of its shares of Class A Common Stock and liquidate if it is unable to complete an initial business combination within 12 months from the date of the completion of the Corporation’s initial public offering (excluding any overallotment exercise), which 12 months may be extended at the option of the Corporation to up to 18 months from the closing of the initial public offering if the sponsor deposits additional funds ($0.20 per public share) into the trust account for each three month period as more fully described in the Corporation’s final prospectus relating to the initial public offering of its Class A Common Stock as a part of the units being offered by it dated [February xx], 2022.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation.
Witness the facsimile signatures of its duly authorized officers.
| Chief Executive Officer or President | Secretary |
Transfer Agent: Continental Stock Transfer & Trust Company
| Name: | ||
| Title: |
GENESIS UNICORN CAPITAL CORP.
The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation 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 Corporation), to all of which the holder(s) of this certificate by acceptance hereof assent(s).
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 sell(s), assign(s) and transfer(s) 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 capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) __________________________ attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises |
| Dated: |
| NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED OR ANY SUCCESSOR RULE).
Legend: As more fully described in the Corporation’s final prospectus dated February [ ], 2022, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Class A Common Stock sold in its initial public offering (“IPO”) because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”) within 12 months from the closing of the Corporation’s IPO (which 12 months may be extended to 18 months as described in the final prospectus) from the date of the completion of the Corporation’s IPO, or (b) the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A Common Stock sold in the Corporation’s IPO (“Public Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase 100% of Public Shares if the Corporation does not complete an initial Business Combination within the 12 month (which may be extended to 18 months as described in the final prospectus) timeframe. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
