Exhibit 4.3


 


	
    NUMBER

    ________-
	 	
    (SEE REVERSE SIDE FOR LEGEND)

    THIS WARRANT WILL BE VOID IF NOT

    EXERCISED PRIOR TO

    THE EXPIRATION DATE (DEFINED BELOW)
	 	WARRANTS


 


BIOTECH GROUP ACQUISITION CORPORATION


 


CUSIP [●]


 


WARRANT


 


THIS CERTIFIES THAT, for
value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Biotech Group Acquisition
Corporation, a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary
of the Company’s completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase
one fully paid and non-assessable Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the
Company for each one whole Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of 30 days after the Company’s completion of an initial Business Combination or 12 months from
the closing of the Company’s initial public offering, such number of Class A Common Stock of the Company at the Warrant Price (as
defined below), 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”), but only subject to the conditions set forth herein and in the
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to
net cash settle any warrant exercise. The term “Warrant Price” as used in this Warrant Certificate refers to the price
per share at which Class A Common Stock may be purchased at the time the Warrant is exercised. The initial Warrant Price per share is
equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption
Trigger Price (as defined below) and the number of Class A Common Stock purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted.


 


No fraction of a Class A
Common Stock will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Class
A Common Stock upon any exercise of a Warrant, the Company shall, upon such exercise, round down to the nearest whole number the number
of Class A Common Stock to be issued to such holder.


 


Upon any exercise of the
Warrant for less than the total number of full Class A Common Stock provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Class A Common Stock 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 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 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 as the absolute owner 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, 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 to any of the rights of a shareholder of the Company.


 


The Company reserves the
right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant,
giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price of the Class
A Common Stock has been at least $16.50 per share (the “Redemption Trigger Price”) on each of 20 trading days within
any 30 trading day period (the “30-day trading period”) commencing after the warrant become exercisable and ending
on the third trading day prior to the date on which notice of such call is given and if, and only if, there is a current registration
statement in effect with respect to the Class A Common Stock underlying the Warrants commencing five business days prior to the 30-day
trading period and continuing each day thereafter until the date of redemption. The call price of the Warrants is to be $0.01 per Warrant.
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.


 


	By:	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 






    2


     


    

 


SUBSCRIPTION FORM


 


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


 


The undersigned Registered
Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the Class A Common
Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to ________________________________________________________________________________


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


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 at the address stated below:


 


	Dated: 	 	 	 
	 	(SIGNATURE)
	 	 
	 	(ADDRESS)
	 	 
	 	 
	 	(TAX IDENTIFICATION NUMBER)


 


ASSIGNMENT


 


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


 


For Value Received, _______________________ hereby sells, assigns and
transfers unto


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to ________________________________________________________________________________


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


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


 


	Dated:	 	 	 
	 	(SIGNATURE)


 


The signature
to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm
of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.


 


 


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