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


 


PHOENIX ACQUISITION LIMITED


CUSIP 


WARRANT


 


THIS CERTIFIES THAT, for value received is the registered holder of
a warrant or warrants (the “Warrant”) of Phoenix Acquisition Limited, a British Virgin Islands exempted company with
limited liability (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 business combination, capital share exchange, asset acquisition, or other similar business combination with one
or more businesses or entities (a “Business Combination”), or earlier upon redemption or liquidation, to purchase one
fully paid and non-assessable ordinary share, par value US$0.0001 per share (“Shares”), of the Company for each Warrant
evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing the later of 30
days after the Company’s completion of an initial Business Combination or 12 months from the date the prospectus is declared effective
the SEC (or up to 18 months from the date that the registration statement is declared effective by the SEC if the Company extends the
period of time to consummate a business combination in addition to an automatic three-month extension if the Company files a preliminary
proxy statement, registration statement or similar filing for an initial business combination during the 12-month period or 18-month extended
period), 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 Warrant Agreement provides that upon
the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. 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 Ordinary Share
for any Warrant is equal to $11.50 per share.


 


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 down 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 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 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 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.


 


	By	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	President	 	 	Secretary


 


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 Ordinary Shares 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)


 




    2


     


    

 


ASSIGNMENT


 


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


 


For Value Received, _______________________ hereby sell, assign, and
transfer 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 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)


 


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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