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

   

  Kernel Group Holdings, Inc.

  Incorporated Under the Laws of the Cayman
      Islands

   

  CUSIP [●]

   

  Warrant Certificate

   

  This Warrant Certificate certifies
        that [             ], or registered assigns, is the registered
    holder of [             ] warrant(s) (the “Warrants”
    and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary
        Shares”), of Kernel Group Holdings, Inc., a Cayman Islands exempted company (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 nonassessable Ordinary Shares 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 Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon
    the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
    upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number
    of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set
    forth in the Warrant Agreement.

   

  The initial Exercise Price per one Ordinary
    Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
    events as 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.

   

  	 	KERNEL GROUP HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Authorized Signatory


   

  
  
    	 		 


  

  
     

  

  
   

  	 	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 [             ]
    Ordinary Shares 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 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 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 issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
    relating to the Ordinary Shares 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 Ordinary Shares 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 an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary
    Shares 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 shareholder 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 [             ]
    Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Kernel Group Holdings, Inc. (the “Company”)
    in the amount of $[             ] in accordance with the terms
    hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [             ],
    whose address is [             ] and that such Ordinary Shares
    be delivered to [             ] whose address is [             ].
    If said [             ] number of Ordinary Shares is less than
    all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
    balance of such Ordinary Shares 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 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
    Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
    in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

   

  In the event that the Warrant is a Private
    Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
    Agreement, the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares 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 Ordinary
    Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless
    exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares 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: [             ],
    20

   

  	 	(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).

   

  
  
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