Exhibit
4.2


 


SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE


 


NUMBER
SHARES


 


G
Squared Ascend II Inc.


INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS


 


CLASS
A ORDINARY SHARES


 


SEE
REVERSE FOR 


CERTAIN
DEFINITIONS


 


CUSIP
G42041 114


 


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 G Squared Ascend II Inc. (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 signatures of its duly authorized officers.


 


Dated: __________


 





	By:	 	 	 
	 	Ward Davis	 	Tom Hoban
	 	Chief Executive Officer	 	Chief Financial Officer






     


     


    



G
Squared Ascend II Inc.


 


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, 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.