EX-4.2





 Exhibit 4.2 
  

			
	NUMBER	  	SHARES
	C-	  	
		  	CUSIP 62955B 100

 SEE REVERSE FOR CERTAIN DEFINITIONS 

N2 ACQUISITION HOLDINGS CORP. 

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 N2 ACQUISITION HOLDINGS CORP. 

(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 the date
set forth in the Company’s amended and restated certificate of incorporation, 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 seal of the Company and the
facsimile signatures of its duly authorized officers. 
  

					
		  	[Corporate Seal]	  	
		  	Delaware	  	
		  		  	
	  
 President and Chief Executive
Officer
	  		  	  
 Chief Financial
Officer














 N2 ACQUISITION HOLDINGS CORP. 

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 Company’s 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 Class A common 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 the date set forth in 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 redemptions in
connection with its initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of
incorporation or (b) with respect to any other 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 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.