Exhibit 4.3


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

new beginnings Acquisition Corp. II


 


Incorporated Under the Laws of the
State of Delaware


 


CUSIP [---]


 


Warrant Certificate


 


This Warrant Certificate certifies
that __________, or its registered assigns, is the registered holder of __________ warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of common stock, $0.0001 par value per share (“Common
Stock”), of New Beginnings Acquisition Corp. II, a Delaware corporation (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through
“cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender
of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject
to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant
holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts
of laws principles thereof.


 






     


     


    

 


	 	New beginnings Acquisition Corp. II
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of __________, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act of 1933 and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 




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Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive __________ shares of Common Stock and herewith tenders
payment for such shares of Common Stock to the order of New Beginnings Acquisition Corp. II (the “Company”)
in the amount of $ __________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares
of Common Stock be registered in the name of __________, whose address is __________ and that such shares of Common Stock be delivered
to __________ whose address is __________. If said number of shares of Common Stock is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
of Common Stock be registered in the name of __________, whose address is __________ and that such Warrant Certificate be delivered
to __________, whose address is __________.


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has elected to require the
exercise of the Warrants on a “cashless basis”, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant, Working Capital Warrant or Post-IPO Warrant that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for
shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant
is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of
Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Common Stock be registered in the name of __________, whose address is __________ and that such Warrant Certificate
be delivered to __________, whose address is __________.


 


[Signature Page Follows]


 




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	Date: __________, 2021	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	 	 	 
	Signature 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).

	 	 



 






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