Exhibit 4.2


 


SPECIMEN ORDINARY SHARE CERTIFICATE


 


	CERTIFICATE NUMBER	SHARES
	________	 



 


AQUARIUS II ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY SHARE


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	THIS CERTIFIES THAT	 	CUSIP: G0441M 101



 


IS THE OWNER OF


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF
PAR VALUE $0.0001 PER SHARE


 


AQUARIUS II ACQUISITION CORP.


 


transferable on the books of the Company in person
or by duly authorized


attorney upon surrender of this certificate properly endorsed. 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.


 


Dated:


 




	 	 	 
	Chairman	 	Chief Financial Officer



 


AQUARIUS
II ACQUISITION CORP.


CORPORATE


SEAL 2022


CAYMAN ISLANDS


 




     


     


    

 


AQUARIUS II ACQUISITION CORP. 


 


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 share or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the Ordinary 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 issuance of Ordinary Shares (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
	 	TEN ENT -	as tenants by the entireties
	 	JT TEN -	as joint tenants with right of survivorship
	 	 	and not as tenants in common



 


	UNIF GIFT MIN ACT -	 	Custodian	 	 
	 	(Cust)	 	(Minor)	 
	 	under Uniform
    Gifts to Minors	 
	 	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)



 


	 
	 



 


	 	shares
	of the Company
    represented by the within Certificate, and do hereby irrevocably constitute and appoint



 


	 	Attorney


to
transfer the said share on the books of the within named Corporation will full power of substitution in the premises.


 






     


     


    

 


Dated _______________


 


	 	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).



 


The holder of this certificate shall be entitled
to receive funds from the trust account only in the event of (i) the liquidation of the trust account upon a failure to consummate a business
combination, as described in the prospectus covering the securities or (ii) if the holder seeks to convert his respective shares or sells
them to the Company in a tender offer, in each case in connection with (1) the consummation of a business combination or (2) in connection
with an amendment to our Memorandum and Articles of Association prior to the consummation of a business combination.  In no
other circumstances shall the holder have any right or interest of any kind in or to the trust account.