Exhibit 4.1


 


	
        Number

        U-
	 	Units


CUSIP [---]


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


new beginnings
Acquisition Corp. II


 


UNITS CONSISTING
OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER

TO PURCHASE ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT __________ is the owner
of _________ Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of New Beginnings Acquisition Corp.
II, a Delaware corporation (the “Company”), and one (1) redeemable warrant (each whole warrant, a “Warrant”).
Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject
to adjustment). Each whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses
(each a “Business Combination”), or earlier upon redemption or liquidation. The Common Stock and Warrants comprising
the Units represented by this certificate are not transferable separately prior to __________, 2021, unless Ladenburg Thalmann
& Co. Inc. elects to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form 8-K
with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross
proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
The terms of the Warrants are governed by a Warrant Agreement, dated as of __________, 2021, between the Company and Continental
Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which
terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file
at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder
on written request and without cost.


 


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


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


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


 


	 	 
		Chief Executive Officer



 



     


     


    

 


 


New Beginnings Acquisition Corp. II


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


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 OF ASSIGNEE)
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


________________Units represented by the
within Certificate, and does hereby irrevocably constitute and appoint______________ Attorney to transfer the said Units on the
books of the within named Company with full power of substitution in the premises.


 


  


	Dated __________	Notice:  The signature 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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED).


	 


 






     


     


    

 


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
in the event that (i) the Company redeems the shares of common stock sold in the Company’s initial public offering and liquidates
because it does not consummate an initial business combination by the date set forth in the Company’s amended and restated
certificate of incorporation, as the same may be amended from time to time, (ii) the Company redeems the shares of common stock
sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption as described in the
Company’s final prospectus relating to the initial public offering or (b) with respect to any other provisions relating to
stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his,
her or its respective shares of common stock in connection with a tender offer (or proxy solicitation, solely in the event the
Company seeks stockholder 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.