EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER
	  	
	 C-
	  	SHARES

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP 37636W103 
 GSR II METEORA
ACQUISITION 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

 GSR II METEORA ACQUISITION CORP. 

(THE “CORPORATION”) 

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 The Corporation will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business
combination by                , 2023 (or during any extended time that the Corporation has to consummate a business combination beyond 15 months (or up to 16 months, 17
months or 18 months as applicable) as a result of a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation), all as more fully described in the Corporation’s prospectus
dated                 , 2022. 
 This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation. 

  
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 Witness the seal of the Corporation and the facsimile signatures of its duly authorized
officers. 
  

					
	 Dated: ________________________
	  		  	
		  	 [Corporate Seal]


Delaware
	  	

  

					
	  
 Chief Executive
Officer
	 		  	  
 Chief Financial
Officer

		 	                	  	
	  
 Transfer
Agent
	 		  	

 GSR II Meteora Acquisition Corp. 

The Corporation 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 Corporation 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 Corporation’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the Corporation’s Board of Directors providing for the
issue of securities (copies of which may be obtained from the secretary of the Corporation), 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. 

  
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 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:_________________________	  	 _________________________________________


Stockholder



 

					
		 	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 Corporation’s final prospectus
dated                , 2022, 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 Corporation redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does
not consummate an initial business combination by the date set forth in the Corporation’s amended and restated certificate of incorporation, (ii) the Corporation redeems the shares of Class A common stock sold in its initial public
offering in connection with a stockholder vote to amend the Corporation’s amended and restated certificate 

  
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of incorporation to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s 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 Corporation’s amended and restated certificate of incorporation or with respect to any other provision relating to the
rights of holders of the Class A common stock 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 Corporation 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. 

  
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