Exhibit 4.2


 


	NUMBER	 	NUMBER
	 	 	C-
	 	 	SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	CUSIP 53625R1041


 


Lionheart Acquisition Corporation 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 THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF


 


Lionheart Acquisition Corporation 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 [•],
2022 (or such later date as the Company’s amended and restated certificate of incorporation may be amended to provide for),
all as more fully described in the Company’s final prospectus dated [•], 2020.


 


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


 


Witness the seal
of the Company and the facsimile signatures of its duly authorized officers.


 


		[Corporate Seal] Delaware	
	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 






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Lionheart Acquisition Corporation
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	 
	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 sells, assigns and transfers 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 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.


 


	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).


 






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In each
case, as more fully described in the Company’s final prospectus dated [•], 2020, 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 by [•], 2022 (or such later date as the Company’s amended and restated certificate of
incorporation may be amended to provide for), (ii) the Company offers to redeem 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 ability of holders of Class A common stock sold in
the Company’s initial public offering to seek redemption in connection with the Company’s initial business
combination or the Company’s obligation to redeem 100% of such Class A common stock if it does not consummate an
initial business combination by [•], 2022 or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, and the holder(s) of this certificate elects to have the shares of
Common Stock held by him, her or it redeemed pursuant to that offer, 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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