Exhibit 4.2


 


	 	 	
        NUMBER C-

        SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G8857S 116



 


THUNDER BRIDGE ACQUISITION II, LTD.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


	This Certifies that	 
	 	 
	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF
THE PAR VALUE OF $0.0001 EACH OF


 


THUNDER BRIDGE ACQUISITION II, LTD.

(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 Class A
ordinary shares if it is unable to complete a business combination by            ,
2021 all as more fully described in the Company’s final prospectus dated          ,
2019.


 


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.


 


	 	 	 	 	 
	Chief Executive Officer	 	[Corporate Seal]

Cayman Islands	 	Secretary


 




     


     


    

 


THUNDER BRIDGE ACQUISITION II, LTD.


 


The Company will furnish without charge to each shareholder
who so requests 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. 
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the amended and
restated memorandum and articles of association 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 represented by the within Certificate, and does hereby irrevocably constitute and appoint
	 
	Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.
	 	 	 
	Dated: 	                  	                   


 













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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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 


In each case, as more fully described in the Company’s
final prospectus dated           , 2019, 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            ,
2021, (ii) the Corporation 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 to modify the substance
and timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate and initial
business combination by            , 2021, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its 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 in or to the trust account.


 


 







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