Exhibit 4.2


 


	NUMBER	NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP 


 


NEXTGEN
ACQUISITION Corp. II

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


	This Certifies that	 	



 


 





	is the owner of 	 	 



 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE
PAR VALUE OF U.S. $0.0001 EACH OF


 


NEXTGEN
ACQUISITION CORP. II

(THE “COMPANY”)


 


transferable on the register of members of the Company in person
or by duly authorized attorney upon surrender of this certificate properly endorsed and subject to the Company’s amended
and restated memorandum and articles of association as may be amended and restated from time to time (the “Memorandum
and Articles”).


 


The Company will be forced to redeem all of its Class A Ordinary
Shares if it is unable to complete a business combination by March [      ], 2023, or such by later date approved by the Company’s
shareholders in accordance with the Memorandum and Articles, all as more fully described in the Company’s final prospectus
dated March [      ], 2021.


 


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


 


Witness the facsimile signatures of its duly authorized officers.


 


	 	 	 
	[TITLE]	 	[TITLE]



 





     


     


    

 


NextGen
Acquisition 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 Memorandum
and Articles and resolutions of the 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)

    under Uniform Gifts to Minors
	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants
    in common	 	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 register of members of the within named Company with full power of substitution in the premises.



 






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	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 UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In each case, as more fully described in the Company’s
final prospectus dated March [      ], 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 by March [     ], 2023, or by such later date approved by the Company’s shareholders in accordance with
the Memorandum and Articles, (ii) the Company redeems the Class A Ordinary Shares sold in its initial public offering in connection
with a shareholder vote to amend the Memorandum and Articles (A) to modify the substance or timing of the Company’s obligation
to allow redemption 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 by March [      ], 2023, or by such later date approved by the Company’s
shareholders in accordance with the Memorandum and Articles, or (B) with respect to any other provision relating to the holder(s)’(s)
rights or pre-initial business combination activity, or (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.


 


 


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