Exhibit 4.2


 


NUMBER


 


NUMBER

C

SHARES

SEE REVERSE FOR

CERTAIN

DEFINITIONS

CUSIP [●]


 


REVOLUTION
ACCELERATION ACQUISITION CORP II


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 





	This Certifies that	 
	 	 
	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


REVOLUTION
ACCELERATION 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 is unable to complete a business combination by [●], 2023, or by
such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, 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.


 


 


	[Title]	[Corporate Seal]

    Delaware	[Title]
	 	 	 


 


REVOLUTION
ACCELERATION ACQUISITION CORP II


 






     


     


    

 


The Company will furnish without
charge to each stockholder who so requests 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)

         

        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 of the capital stock represented by the within Certificate, and do(es) hereby irrevocably
    constitutes and appoints
	 
	 
	Attorney to transfer the said stock 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.


 






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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 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 shares of Class A Common Stock sold in its initial public offering
and liquidates because it does not consummate an initial business combination by [●], 2023, or by such later date approved
by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation,
(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 (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 shares of Class A Common Stock sold in its initial public offering if it does not complete its initial business combination
by [●], 2023, 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 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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