Exhibit 4.2


 


	NUMBER	SHARES
	 	 
	C-	 


 


DD3 ACQUISITION CORP.
II


 


INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE


 


CLASS A COMMON STOCK


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	CUSIP [●]
	 	 
	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


 


DD3 ACQUISITION CORP.
II


(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 liquidate if it is unable to complete an initial business combination within the time period set forth in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.

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.


 


Dated:


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer



 


 


 






    	 



     


    

 


DD3 Acquisition Corp. II


 


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 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	 	under Uniform Gifts to Minors
	 	and not as tenants in common	 	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 OF ASSIGNEE


 


	 	 
	 	 



 


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





of the capital 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:


	 	 
	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 ______________, 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 the Company’s initial public offering only in the
event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering because it does not consummate
an initial business combination within the period of time set forth in the Company’s Amended and Restated Certificate of
Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company seeks to amend any provisions
of the Charter (A) to modify the substance or timing of the Company’s obligations with respect to conversion rights as described
in the Company’s final prospectus dated ______________, 2020 or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to convert his, her or its respective shares
of Class A common stock upon consummation of, or sell his, her or its shares of Class A common stock in a tender offer in connection
with, an initial business combination which the Company consummates. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.