Exhibit 4.2


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	[    ] WARRANTS
	WA-	 	 


 


(THIS WARRANT WILL BE
VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


NEW YORK CITY TIME, FIVE
YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL


BUSINESS COMBINATION)


 


AGBA
GROUP HOLDING LIMITED


CUSIP [*]


 


WARRANT


 


THIS WARRANT CERTIFIES THAT, for value received
                                        ,
or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five
(5) years from the completion of an initial business combination, each of which to purchase one-half (1/2) of one fully paid and non-assessable
ordinary share (the “Warrant Shares”), with $0.001 par value per share, of AGBA GROUP HOLDING LIMITED, a British Virgin Islands
company (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and
shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).


 


The Warrant entitles
the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later to occur of (i) the completion
of the Company’s initial business combination or (ii) one year following the date that the prospectus for the Offering is effective,
i.e., [*], 2019, such number of Warrant Shares at the price of $11.50 per full share (the “Warrant Price”), upon surrender
of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company
(the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in certain warrant agreement,
dated [*], 2019, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s)
of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant
Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate
refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.


 


This Warrant will expire
on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant
Agreement or if it is not redeemed by the Company prior to such date.


 


Upon any exercise of
the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s)
hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by 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 and evidencing in the aggregate a like number of
Warrants.


 


Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency 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 applicable tax
or other governmental charge.


 






    


     


    

 


The Company and the Warrant
Agent may deem and treat the registered holder(s) 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 registered holder(s),
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not
entitle the registered holder(s) to any of the rights of a shareholder of the Company.


 


After the Warrant becomes
exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in
writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the last reported sale
price of the shares has been equal to or greater than $16.50 per share for any twenty (20) trading days within a thirty (30) trading day
period ending on the third (3rd) trading day prior to the date on which notice of such call is given, provided that (i) a registration
statement under the Securities Act of 1933, as amended (the “Act”) with respect to the ordinary shares underlying the Warrants
issuable upon exercise must be effective and a current prospectus must be available for use by the registered holders hereof or (ii) the
Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise is exempt from registration
under the Act. The call price is $0.01 per Warrant Share.


 


If the foregoing conditions
are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant
prior to the date scheduled for redemption; provided that the Company may require the Registered Holder who desires to exercise the Warrant,
to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise the Warrants on a cashless
basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in
the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


COUNTERSIGNED:


CONTINENTAL STOCK TRANSFER & TRUST COMPANY,


WARRANT AGENT


 


	BY:	               	 
	 	 	 
	AUTHORIZED OFFICER	 
	 	 
	DATED: 	 	 


 


(Signature)


CHIEF EXECUTIVE OFFICER


 


(Seal)


 


(Signature)


SECRETARY


 






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[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed by the
Registered Holder(s) in Order to Exercise Warrants


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive ordinary shares in accordance with the terms
of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	 	 	 	 
	 	 	 	 	a “Cash Exercise” with respect to                  Warrant Shares; and/or
	 	 	 
	 	 	 	 	
    a “Cashless Exercise” with respect to                 
    Warrant Shares because on

    the date of this exercise, there is no effective registration statement

    registering the Warrant Shares, or the prospectus contained therein
    is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the registered holder(s)                 
    ordinary shares pursuant to Section 3.3.2 of the Warrant Agreement.



 


The undersigned requests
that a certificate for such shares be registered in the name(s) of:


 


	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 






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and, if such number of Warrants shall not
be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the registered holder(s) at the address(es) stated below:


 


Dated: 


	 	 
	(SIGNATURE(S))	 
	 	 
	(ADDRESS(ES))	 
	 	 


 


	 
	(TAX IDENTIFICATION NUMBER(S))


 


ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


For Value Received,                                     
hereby sell(s), assign(s), and transfer(s) unto


 


	 	 	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	 
	 	 	 
	 	 	 
	 	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	and to be delivered to	 	 	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND

 ADDRESS(ES))	 	 
	 	 	 
	 	 
	 	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitute and appoint                     
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated: 


	 	 
	(SIGNATURE(S))	 


 


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).


 


 


 






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