Exhibit 4.2


 


	NUMBER

                                                                                          

                                                                                         C- 
		SHARES


 


SCHULTZE SPECIAL
PURPOSE ACQUISITION CORP. II


 


INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE


 


CLASS A COMMON STOCK


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	CUSIP
[●]






 


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


 


SCHULTZE SPECIAL
PURPOSE ACQUISITION CORP. II


(the
“Company”)


 


transferable
on the books 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 common stock if it does not complete 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,

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 the duly authorized officers of the Company.


 


Dated:


 


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer






 






     


     


    

 


Schultze Special Purpose Acquisition
Corp. II


 


The Company will furnish
without charge to each stockholder 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. 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 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)
	TEN ENT	—	as tenants by the entireties	 	 	 		 	
	 	 	 	 	 	 	under
    Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship
    and not as tenants in common	 	 	
	 	 	 	 	(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 OF ASSIGNEE	 
	 	 
	 	 


 


 





	(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 
	 


shares
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints                                                                                                                                                                                                                
 Attorney to transfer the said shares on the books 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:


 


 





	THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, 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 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).	


 






    2


     


    

 


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 shares of Class A common stock sold in its initial public offering and liquidates because
it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated
certificate of incorporation, as the same may be amended from time to time (the “Charter”), or (ii) if the holder(s)
properly seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with (x) a stockholder
vote to amend the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection
with the Company’s initial business combination or to redeem 100% of the Class A common stock if the Company does not consummate
an initial business combination within the period of time set forth in the Charter or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity, or (y) 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.


 




    3