Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES




 


TAILWIND TWO ACQUISITION
CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


	 	 	SEE REVERSE FOR 

    CERTAIN DEFINITIONS

    CUSIP [ ]


 


This Certifies that ____________________________________ is
the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS
A ORDINARY SHARES OF THE PAR VALUE OF

US$0.0001 EACH OF TAILWIND TWO ACQUISITION CORP. (THE “COMPANY”)


 


subject to the
Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and
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 Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s
amended and restated memorandum and articles of association, 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
its duly authorized officers.


 


	Dated:	 	 	 
	 	 	 
	Chief Executive Officer	 	Chief Financial Officer
	 	 	 


 






     


     


    

 


TAILWIND TWO ACQUISITION CORP.


 


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, as the same may be amended from time to time, and resolutions of
the Board of Directors providing for the issue of Class A ordinary shares (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
	 	 	 	 	 	 
	 	 	 	 	 	                                                            
	 	 	 	 	 	(State)
	 	 	 	 	 	 
	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.


 






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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 represented by the within Certificate,
and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company
with full power of substitution in the premises.


 


	Dated	 	 	 
	 	 	 	Shareholder
	 	 	 	 
	 	 	 	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).



 


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 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 within the period of time set forth in the Company’s amended and restated memorandum and
articles of association, as the same may be amended from time to time, (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) that would modify the substance or timing of the Company’s obligation to provide holders
of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business
combination or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination
within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class
A ordinary shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its 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.


 






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