Exhibit 4.2


 


	NUMBER	SPECIMEN CLASS A ORDINARY SHARE 

CERTIFICATE	SHARES
	 	TIGA 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 $0.0001

EACH OF TIGA ACQUISITION CORP. II (THE “COMPANY”)


 


subject to the Amended and Restated Memorandum
and Articles of Association, 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 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, 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 seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Dated:	 	 	Cayman Islands	Chief Financial Officer
	President	 		





 




    	 		 



     


    

   


TIGA 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 and all amendments thereto 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
	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.


 




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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
complete an initial business combination within the period of time set forth in the Company’s amended and restated memorandum
and articles of association, (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) to modify
the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not complete
an initial business combination within the time period set forth therein or (b) with respect to any other provisions relating to
the rights of holders of the Company’s Class A ordinary shares or pre-initial business combination activity, 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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