EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER
	  	SHARES
		
	 C-
	  	
		
	 SEE REVERSE FOR CERTAIN DEFINITIONS
	  	
		  	CUSIP [_______]

 TISHMAN SPEYER INNOVATION 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 Tishman Speyer Innovation 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
	 		  	













 TISHMAN SPEYER INNOVATION 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.