Exhibit 4.1


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES


 


VECTOR ACQUISITION CORPORATION 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 VECTOR ACQUISITION CORPORATION 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:	 	 	 
	 	 	 	 
	By	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 





VECTOR ACQUISITION CORPORATION 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.


 






    2


     


    

 





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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