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


 


DD3 ACQUISITION CORP.
II


 


	 	CUSIP [●]


 


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a warrant
or warrants (the “Warrant(s)”) of DD3 Acquisition Corp. II, 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,
capital stock exchange, asset acquisition, stock 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
share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the
later of (a) 30 days after the Company’s completion of an initial Business Combination, and (b) 12 months from the closing
of the Company’s initial public offering, such number of Shares 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 Shares 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 Shares purchasable hereunder, set forth on the face hereof, may, subject to
certain conditions, be adjusted.


 


No fraction of a
Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share
upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares
to be issued to such holder.


 


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 Shares has been at least $18.00 per share (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 registration statement in effect with respect
to the Shares 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


 




    	 



     


    

 


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.