Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


NUMBER SHARES


 


MOTIVE CAPITAL CORP II INCORPORATED

UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
[       ]


 


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 MOTIVE CAPITAL CORP II (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 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, all as more fully described
in the Company’s final prospectus dated [       ], 2021.


 


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


 


Witness the facsimile signatures of its duly authorized
officers.


 


	Dated:		 



 


Cayman
Islands


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


MOTIVE CAPITAL CORP II


 


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
	 	 	 
	 	___________________

                                                                                (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 Attorney to transfer the said shares on the books 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 S.E.C. RULE 17Ad-15 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 its initial public offering only in the event that (i) the Company redeems
the Class A 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 Class A 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 (A) to
modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial business
combination or to redeem 100% of the Class A ordinary shares if it does not complete its initial Business Combination within the
time period required by the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time,
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its 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 in or to the trust account.