Exhibit
        4.2

   

      

  	NUMBER	SHARES
	C-	 
	 	CUSIP [__________]


   

  SEE
      REVERSE FOR CERTAIN DEFINITIONS

  CLIMATE
        REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION

   

  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 THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CLIMATE REAL IMPACT SOLUTONS II
      ACQUISITION CORPORATION (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 does not complete a business combination by
                , 2023 or such later date as may be approved by the
      Company’s stockholders in accordance with the terms of its 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 seal of the Company and the facsimile signatures of its duly authorized officers.

   

  [Corporate
      Seal]

  Delaware

  	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


   

  
     

    
      

    

  

   

  CLIMATE
        REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION

   

  The
      Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participation
      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	 
	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 the capital stock represented by the within Certificate, and 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:	 	 	 
	 	 	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 the Company’s
      initial public offering and liquidates because it does not consummate an initial business combination by           , 2023, (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 consummate an initial business combination by           , 2023 or (b) with respect to any other provision
      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 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.