Exhibit 4.3


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	[    ] WARRANTS
	WA-	 	 


 


(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW)


 


INCEPTION GROWTH ACQUISITION
LIMITED


Incorporated Under
the Laws of the State of Delaware


 


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 the Company’s initial business combination, to purchase one (1) share of common stock, $0.0001
par value per share (“Common Stock”), of INCEPTION GROWTH ACQUISITION LIMITED (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) twelve (12) months from the date that the registration
statement is declared effective, such number of fully paid and non-assessable shares of Common Stock (“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 the Warrant Agreement, dated [●], 2021, between the Company and the Warrant
Agent (the “Warrant Agreement”). The Warrants may be exercised on cashless basis only as set forth in the Warrant Agreement
and such exercise is exempt from registration under the Securities Act of 1933, as amended. 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.


 


No
fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Company will not issue fractional
shares and Warrants may be exercised only for a whole number of shares. Upon any exercise of the Warrant for less than the total number
of full Shares 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 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 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 stockholder 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 Common Stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) (the “Redemption Trigger Price”) on each of 20 trading days within any 30 trading day period (the “30-day
trading period”) ending on the third business day prior to the date on which notice of such call is given, and if, and only if,
there is a current a registration statement in effect with respect to the shares of Common Stock underlying the Warrants for the entire
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.


 


COUNTERSIGNED:


CONTINENTAL STOCK TRANSFER & TRUST COMPANY,


WARRANT AGENT


 


	BY:	                        	 
	AUTHORIZED OFFICER	 


 


	DATED:	       	 
	 	 	 
	(Signature)	 
	CHIEF EXECUTIVE OFFICER	 
	 	 
	(Seal)	 
	 	 
	(Signature)	 
	SECRETARY	 


 


 



    2


     


    

 


[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


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


 


The undersigned
Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the
shares of 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(S) AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) 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(s) at the address(es) stated below:


 


Dated:


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


 


	 	 
	(TAX IDENTIFICATION NUMBER(S))	 


 


 






    3


     


    

 


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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