Exhibit 4.2


 


	
    NUMBER

    C-
	 	                                                               SHARES
	 	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	 
	 	 	                                              CUSIP 651450 108


 


NewHold Investment Corp. II


 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


 


NewHold Investment 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 redeem all of its shares of Class A common stock if it is unable to complete a business combination by [•], 2023 (or such
later date as the Company’s amended and restated certificate of incorporation may be amended to provide for), 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 seal of the
Company and the facsimile signatures of its duly authorized officers.


 


	 	[Corporate Seal]

Delaware	 
	 	 	 


Chief Executive Officer Chief Financial Officer


 



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NewHold Investment 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 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 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:	 
	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).


 






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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 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 [●], 2023 (or such later date as the Company’s
amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem 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 ability of holders of Class A common stock sold
in the Company’s initial public offering to seek redemption in connection with the Company’s initial business combination
or the Company’s obligation to redeem 100% of such Class A common stock if it does not consummate an initial business combination
by [●], 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, and the holder(s) of this certificate elects to have the shares of Common Stock held by him, her or it redeemed pursuant to
that offer, 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.


 


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