Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES




 


SPRING VALLEY ACQUISITION CORP. II


INCORPORATED UNDER THE LAWS OF THE
CAYMAN ISLANDS


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP G83752 108


 


This Certifies that                                            is the owner of


 


FULLY PAID AND NON-ASSESSABLE CLASS A
ORDINARY SHARES OF THE PAR VALUE OF


 


US$0.0001 EACH OF SPRING VALLEY ACQUISITION
CORP. II (THE “COMPANY”)


 


subject to the Company’s amended
and restated memorandum and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, 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.


 


	Dated:	 	 



 



 


	Chief Executive Officer	 	Chief Financial Officer
	 	 	 
	 	 	 



 






     


     


    

 


SPRING
VALLEY ACQUISITION CORP. II


 


The Company will furnish without charge to each shareholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of shares 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 memorandum and articles of association, as the same may be amended from time to time, and resolutions of the
Board of Directors providing for the issue of Class A ordinary shares (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.


 






    2


     


    

 


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 does hereby irrevocably constitute and appoint
	 
	Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the

 premises.



 


	Dated	 	 



  


	 	Shareholder
	 	 
	 	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).


 


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 its initial public offering only
in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and
liquidates because it does not consummate an initial business combination within the period of time set forth in the
Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time,
(ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a
shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would
modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the
right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of
the Class A ordinary shares if the Company does not complete its initial business combination within the time period set
forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary
shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary
shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder 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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