Exhibit 4.3


 


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)


 


MARS ACQUISITION CORPORATION


 


CUSIP: G5870E 108


 


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 fully paid and non-assessable ordinary
share (the “Warrant Shares”), with a par value $0.0001 per share, of MARS ACQUISITION CORPORATION, a Cayman 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 of 30 days after the consummation
of the Company’s initial business combination and twelve (12) months from date that the registration statement is declared effective,
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 the Warrant Agreement, dated [●], 2022,
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 $18.00 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

WARRANT AGENT	 
	 	 
	 	 	 
	BY:	                        	 
	AUTHORIZED OFFICER	 


 


	DATED:	 	 


 


(Signature)


CHIEF EXECUTIVE OFFICER


 


(Seal)


 


(Signature)


SECRETARY


 






     


     


    

 


[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 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)


 


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).