Exhibit
4.1


 


 


	NUMBER	UNITS
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
36260F 204


 


GX
ACQUISITION CORP. II


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE WARRANT,


EACH
WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT                     
is the owner of          Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share
(“Common Stock”), of GX Acquisition Corp. II, a Delaware corporation (the “Company”),
and one third of one redeemable warrant (the “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
Warrant will become exercisable on the later of (i) 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 (ii) twelve (12) months from the closing of
the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption
or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to           
, 2021, unless Cantor Fitzgerald & Co. elects to allow separate trading earlier, 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 signature of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 



     


     


    




 


GX
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 sell, assign and transfer 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 do 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.


 






    2


     


    

 


	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).	 


 


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 its initial public offering only in the event that (i) the Company 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 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 (such date


being
referred to herein as the “Last Date”), (ii) the Company redeems the shares of Class A 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 to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common
stock if it does not consummate an initial business combination by the Last Date, 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 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.


 


 


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