Exhibit 4.2

    

    

    SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

    

    

    	
            NUMBER

          	 	
            SHARES

          


    

    

    ROSS ACQUISITION CORP II

    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 ROSS ACQUISITION CORP II (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:

          	 	 	 
	 	 	 
	
            President

          	 	
            Chief Financial Officer

          
	 	 	 
	 	 	 


    

    

    
      
        


    

    ROSS 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, 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.

    

    

    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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