Exhibit 4.1


 


	 	NUMBER UNITS

U-
	SEE REVERSE FOR CERTAIN

DEFINITIONS	CUSIP 


 


RMG
ACQUISITION CORP. II


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE


 


	THIS CERTIFIES THAT	is the owner of	Units.



 


Each Unit
(“Unit”) consists of one (1) Class A Ordinary Share, par value $0.0001 per share
(“Class A Ordinary Shares”), of RMG Acquisition Corp. II, a Cayman Islands exempted company
(the “Company”), and one-third (1/3) of one redeemable warrant (the
 “Warrant”). Each whole Warrant entitles the holder to purchase one (1) Class A Ordinary Share
(subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will
become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses
(each a “Business Combination”), and (ii) twelve (12) months from the closing of the
Company’s initial public offering, and will expire, unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon
redemption or liquidation. The Class A Ordinary Shares and Warrants comprising the Units represented by this certificate
will begin separate trading on
                      ,
2020 unless BofA Securities, Inc. and Barclays Capital Inc. elect to allow separate trading earlier, subject to the
Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issuing a press
release announcing when separate trading will begin. No fractional Warrants will be issued upon separation of the Units. The
terms of the Warrants are governed by a Warrant Agreement, dated as of , 2020, 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 [One State Street, 30th Floor, New York, New York 10004], and are available to any
Warrant holder on written request and without cost.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising
such Units.


 


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


 


This certificate shall be governed by and
construed in accordance with the laws of the State of New York.


 


Witness the facsimile signature of its duly
authorized officers.


 


	 	 	 
	[TITLE]  	 	[TITLE]  



 






     


     


    

 


RMG Acquisition Corp. II


 


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


 


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)

under Uniform Gifts to 

Minors
	 	 	 	 
	JT TEN	—  as joint tenants with right of survivorship and not as tenants in common	 	Act       __________

(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 does hereby irrevocably constitute and appoint
	____________________ Attorney to transfer the said Units on the register of members of the within named Company with full power of substitution in the premises.
	Dated:     _____________



 






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	 	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) 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). 	 


 


In each case, as more fully described in the Company’s
final prospectus dated               , 2020, 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 by                     ,
2022, or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, (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) 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 Ordinary Shares if it does not complete its initial business combination
by                     , 2022,
or by such later date approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, or (B) with respect to any other provision relating to the holder(s)’(s) rights or
pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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 to or in the trust account.


 






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