Exhibit 2.2 Execution Version [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 NOCO-NOCO INC. Incorporated Under
the Laws of the Cayman Islands CUSIP G7243P117 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 ordinary
shares, $0.0001 par value per share (Ordinary Shares), of Noco-Noco Inc., a Cayman Islands exempted company limited by shares (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 a 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 share of Ordinary Shares 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.




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Execution Version  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. [Signature Page Follows]




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Execution Version  Noco-Noco Inc.By:Name:

Masataka MatsumuraTitle:

Chief Executive OfficerVStock Transfer LLC, as Warrant AgentBy:Name:

Yoel GoldfederTitle:

Chief Executive Officer
 [Signature Page to the Warrant Agreement Exhibit A of Noco-Noco Inc.]




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Execution Version  [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 May 12, 2022 (the
Warrant Agreement), duly executed and delivered by the Company to VStock Transfer, LLC, a California limited liability company, 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.




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Execution Version  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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Execution Version  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 Noco-Noco 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 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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Execution Version  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). [Signature Page to the Warrant Agreement Election to Purchase of Noco Noco
Inc.]