Exhibit
      4.3

   

  Form
      of Warrant Certificate

   

  [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

      riverview ACQUISITION CORP.

      

      Incorporated Under the Laws of the State of Delaware

   

  CUSIP:
      769395 112

   

  Warrant
      Certificate

   

  This
          Warrant Certificate certifies that ________________, or registered assigns, is the registered holder of warrant(s) evidenced
      hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class
      A common stock, $0.001 par value per share (“Class A Common Stock”), of Riverview Acquisition Corp.,
      a Delaware corporation (the “Company”). Each whole 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 Class A Common Stock as set forth below, at the exercise price (the “Warrant 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 Warrant
      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 Class A 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 Class A Common Stock, the Company will, upon exercise, round down to the nearest whole number the number
      of shares of Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A 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 Warrant Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant 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.

   

  [Signature
        Page Follows]

   

  
      

    
      
 

  

   

  	 	RIVERVIEW ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:    R. Brad Martin
	 	Title:      Chairman and Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:


  

    

  

  [Signature
        Page to Warrant Certificate – Riverview Acquisition Corp.]

   

  
      

    
      
 

  

   

  [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 Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of April [__],
      2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
      & Trust Company, a New York corporation, 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 Warrant 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 Class A Common Stock to be issued upon exercise is effective under the Securities
      Act and (ii) a prospectus thereunder relating to the shares of Class A 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 Class A 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 Class A Common Stock, the Company
      shall, upon exercise, round down to the nearest whole number of shares of Class A 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.

   

  
      

    
      
 

  

   

  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 Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of Riverview Acquisition
      Corp. (the “Company”) in the amount of $_____________ in accordance with the terms hereof. The undersigned
      requests that a certificate for such shares of Class A Common Stock be registered in the name of _____________, whose address
      is and that such shares of Class A Common Stock be delivered to ______________ whose address is _______________. If said number
      of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned
      requests that a new Warrant Certificate representing the remaining balance of such shares of Class A 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 6.1 of the Warrant Agreement
      and the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of
      Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and
      Section 6.3 of the Warrant Agreement.

   

  In
      the event that the Warrant is a Private Placement Warrant or a Working Capital 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 Class A 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 Class A 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 Class A 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 Class A Common Stock. If said number of shares of Class A Common
      Stock is less than all of the shares of Class A 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 Class A 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]

   

  
      

    
      
 

  

   

  Date:
      April [__], 2021 

  

  	 	 
	 	Signature
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


  

   

  Signature Guaranteed:    

   

  THE
      SIGNATURE(S) SHOULD 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 EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).