Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	CUSIP [---]


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


new beginnings
Acquisition Corp. II


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


This Certifies that ______________________is
the owner of _______________________


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF new beginnings Acquisition Corp. II

(THE “COMPANY”)


 


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 shares of common stock if it does not complete a business combination within the time period set forth in the Company’s
amended and restated certificate of incorporation, as the same may be amended from time to time, all as more fully described in
the Company’s final prospectus dated __________, 2021 (“Final Prospectus”).


 


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


 


Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers.


 


	 	[Corporate Seal]	 
	 	Delaware	 
	 	 	 
	Chief Executive Officer	 	 


 






     


     


    

 


NEW BEGINNINGS
ACQUISITION CORP. II


 


The Company will furnish without charge
to each stockholder who so requests 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. 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 certificate of incorporation and all amendments thereto and resolutions of the Company’s
Board of Directors providing for the issue of securities (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 of the common stock represented by
the within Certificate, and hereby irrevocably constitutes and appoints ________________ Attorney to transfer the said stock 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:


 


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) 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 within the time period set forth in the Corporation’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 redemptions
in the circumstances described in the Final Prospectus 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.