Exhibit
4.1


 


	 	NUMBER
    UNITS

    U-
	SEE REVERSE FOR CERTAIN

    DEFINITIONS	CUSIP


 


NEXTGEN
ACQUISITION CORP. II


 


UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE
ONE CLASS A ORDINARY SHARE


 


	THIS CERTIFIES THAT	is
                                         the owner of	Units.



 


Each
Unit (“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per share (“Class A
Ordinary Shares”), of NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
and one-fifth (1/5) of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder
to purchase one (1) Class A Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants
are exercisable. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion
of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses (each a “Business Combination”), and (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 Class A Ordinary Shares and Warrants comprising the Units represented by this certificate will begin
separate trading on [  ], 2021 unless Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC elect 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 its initial public
offering and issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation
of the Units. 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 One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant
holder on written request and without cost.


 


Upon
the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class
A Ordinary Shares and Warrants comprising such Units.


 


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


 


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


 


Witness
the facsimile signature of its duly authorized officers.


 



	 	 	 
	[TITLE]	 	[TITLE]



 






     


     


    

 


NextGen
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 shares 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)

    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 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 does hereby irrevocably constitute and appoint
	 
	___________________Attorney to transfer
    the said Units on the register of members of the within named Company with full power of substitution in the premises.
	 
	Dated:________



 






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	 	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 UNDER THE 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 Company’s amended and restated memorandum and articles of association, (ii) the Company redeems the Class A Ordinary
Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association (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 Company’s amended and restated memorandum and articles of association,
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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