Exhibit 4.1


 


NUMBER


	 	NUMBER
	 	C
	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN
	 	DEFINITIONS
	 	CUSIP


 


PANACEA 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


 


PANACEA 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.


 


The Company will be forced to redeem all of its shares of Class
A ordinary shares if it is unable to complete a business combination by                  ,
2023 (or                      if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination
by                    , 2023 but has not completed a business combination by                   , 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, all as more fully described
in the Company’s final prospectus dated              ,
2021.


 


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


 


Witness the facsimile signatures of its
duly authorized officers.


 


	Secretary	 	[Corporate Seal]

Cayman Islands	 	Chief Executive Officer
	 	 	 	 	 


 






     


     


    

 


PANACEA 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 Company’s
amended and restated memorandum and articles of association 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 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 ______

        (Cust)                    (Minor)

         

        Under Uniform Gifts to Minors Act _____________

                                 (State)

         

	TEN ENT	—	as tenants by the entireties	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 



 


Additional abbreviations may also be used though not in the
above list.


 


For value received, _______________hereby sell(s), assign(s)
and transfer(s) 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 do(es) hereby irrevocably constitutes and appoints
	 
	 
	Attorney to transfer the said shares on the register of members 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 UNITED STATES 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 Class A ordinary shares sold
in its initial public offering and liquidates because it does not consummate an initial business combination by               ,
2023 (or                if the Company has executed
a letter of intent, agreement in principle or definitive agreement for a business combination by               
, 2023 but has not completed a business combination by               
, 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                , 2023 (or               
if the Company has executed a letter of intent, agreement in principle or definitive agreement for a business combination by               
, 2023 but has not completed a business combination by               
, 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) 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 in or to the trust account.