SPECIMEN ORDINARY SHARE CERTIFICATE

 

NUMBER	SHARES

 

TANG CAPITAL ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
ORDINARY SHARES

SEE REVERSE FOR
CERTAIN DEFINITIONS

CUSIP G8675H 102

This Certifies that is the owner of

FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF TANG CAPITAL ACQUISITION CORP. (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 register of members 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 and subsequently liquidate 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 (the “Articles”), all as more fully described in the Company’s final prospectus dated [●], 2026 and the Company’s Articles and in accordance with Cayman Islands law.

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

Witness the facsimile signatures of the Company’s duly authorized officers.

 

Dated:
Kevin Tang
Chair of the Board and Chief Executive Officer

Michael Hearne
Chief Financial Officer
COUNTERSIGNED AND REGISTERED:

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

TRANSFER AGENT AND REGISTRAR
By:
	AUTHORIZED SIGNATURE

 

TANG CAPITAL ACQUISITION CORP.

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 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			under Uniform Gifts to Minors Act
					(State)
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

 

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 to transfer the said ordinary shares on the register of members of the within named Company with full power of substitution in the premises.

 

Dated

 

Shareholder

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 SEC RULE 17Ad-15 OR ANY SUCCESSOR RULE).

In each case, as more fully described in the Company’s final prospectus dated [●], 2026, 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 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) the Company redeems the ordinary shares sold in its initial public offering in connection with any event for which the Company’s amended and restated memorandum and articles of association require the Company to provide holders of ordinary shares with an opportunity to redeem, as more fully described in the Company’s final prospectus, or (iii) if the holder(s)properly elect(s) to redeem for cash his, her or its respective ordinary shares in connection with a general meeting called to approve the Company’s 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.