EX-4.1





 Exhibit 4.1
  

					
	         NUMBER

U-__________
	  		  	UNITS
			
	 SEE REVERSE FOR

CERTAIN DEFINITIONS
	  	NORTHERN STAR INVESTMENT CORP. II	  	

 CUSIP 66573W 206

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

ONE-FIFTH OF ONE WARRANT
 THIS CERTIFIES
THAT 
  
  

is the owner of 
  

 
 Units.

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of Northern Star Investment Corp. II, a Delaware corporation (the “Company”), and one-fifth of one warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock
for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) thirty days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, or other similar
business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and will expire unless
exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this
certificate are not transferable separately until fifty-two days following the IPO, unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading, except
that in no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press release
announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of __________ __, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are
subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State
Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

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

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 

							
	By	  	  
	  	            	  	  

		  	 Chairman
	  		  	Secretary

  
 



 












 Northern Star Investment Corp. II 

The Company will furnish without charge to each shareholder who so requests, a statement of 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.

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	  	under Uniform Gifts to Minors Act ______________
		  	and not as tenants in common	  	
		  		  	(State)

 Additional abbreviations may also be used though not in the above list.

For value received, ___________________________ hereby sell, assign, and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

     

  

 
 (PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
  
  

 
  
  

 

                        Units

 represented by the within Certificate, and do hereby irrevocably constitute and appoint

 
  

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

 

					
		 	  

		 	 Notice:
	 	The signature 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) SHOULD 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). 

The holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the
trust account with respect to the common stock underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in
the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a
tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.