Exhibit 4.2


 


	NUMBER	 	NUMBER
	 	 	C-
	 	 	SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	CUSIP 12561U 109


 


CIIG
CAPITAL PARTNERS II, INC. 


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE 

CLASS A 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 CLASS A COMMON STOCK OF


 


CIIG
CAPITAL PARTNERS II, INC.

(THE “CORPORATION”)


 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation
will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination by                      ,
2023, all as more fully described in the Corporation’s final prospectus dated                        ,
2021.


 


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


 


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


 


	Authorized Signatory	 	[Corporate Seal]

    Delaware	 	Authorized Signatory
	 	 	 	 	 


 


	Transfer
Agent
	 	 	 	 
	 	 	 	 	 



 




     


     


    

 


CIIG
CAPITAL PARTNERS II, INC. 


 


The Corporation
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 Corporation 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
Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), 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 capital 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 Corporation 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).








 






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In each case,
as more fully described in the Corporation’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 Corporation redeems the shares of Class A
common stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination
by                   , 2023, (ii) the
Corporation redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote
to amend the Corporation’s amended and restated certificate of incorporation to modify the substance or timing of the Corporation’s
obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by                   ,
2023, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock
in connection with a tender offer (or proxy solicitation, solely in the event the Corporation 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.


 


 


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