Exhibit 4.2


 


	NUMBER	 
	 	NUMBER
	 	C
	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN
	 	DEFINITIONS
	 	CUSIP


 


NOVUS CAPITAL CORPORATION II


 


INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE

CLASS A COMMON STOCK


 


	This Certifies that	___________________________________________________________________________
	 	 
	is the owner of	___________________________________________________________________________


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF


 


NOVUS
CAPITAL CORPORATION II

(THE “COMPANY”)


 


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 shares of Class
A common stock if it is unable to complete a business combination by                   ,
2023, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, 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.


 


	Secretary	[Corporate Seal]

Delaware	Principal Executive Officer


 






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NOVUS CAPITAL CORPORATION II


 


The Company will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock 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 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 ______ (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 sell(s), assign(s)
and transfer(s) 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 the capital stock represented by the within Certificate,
and do(es) hereby irrevocably constitutes and appoints


 


 



Attorney to transfer the said stock on the
books of the within named Company with full power of substitution in the premises.




 


Dated:


 





 



 






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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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


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 the Company’s initial public offering only in the event that (i) the Company redeems the shares
of Class A Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination
by                   , 2023, or by such
later date approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, (ii) the Company redeems the shares of Class A Common Stock sold in its initial public offering in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of the Class A Common Stock if it does not complete its initial business combination by                   ,
2023, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Class A 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.


 






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