Exhibit 4.2


	 	 	 
	NUMBER	 	SHARES
	C-	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 
	 	 	CUSIP 00428R 104


 


ACAMAR PARTNERS ACQUISITION CORP. II


 


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT is the owner of fully paid and non-assessable
shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Acamar Partners
Acquisition Corp. II, a Delaware corporation (the “Company”), transferable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


Witness the facsimile signature of two duly authorized signatories
on behalf of the Company.


 


	 	 	 
	 	 	 
	Authorized Signatory	 	Transfer Agent
	 	 	 
	 	 	 
	 	 	 
	Authorized Signatory	 	 


 






     


     


    

 


ACAMAR PARTNERS ACQUISITION CORP. II


 


The Company will furnish without charge to each stockholder
who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights
of each class of equity 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 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 Common Stock represented by the within Certificate,
and hereby irrevocably constitutes and appoints Attorney to transfer the said shares of Common 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:
	 	 
	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 	 


 






     


     


    

 


As more fully described in, and subject to the terms and
conditions described in, the Company’s final prospectus for its initial public offering 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 the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by the date set forth (the “Last Date”) in the Company’s
Certificate of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company
redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder
vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Common
Stock if it does not consummate an initial business combination by the Last Date or with respect to any other material
provisions relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the
holder(s) seek(s) to redeem for cash his, her or its respective shares of 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.