Exhibit
2.4



|NUMBER
    ________ |  | (SEE
                                            REVERSE SIDE FOR LEGEND)THIS WARRANT WILL BE VOID IF NOTEXERCISED PRIOR TO THE EXPIRATIONOF THE EXERCISE PERIOD PROVIDED FOR
    IN
    THE WARRANT AGREEMENT DESCRIBED BELOW
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



AUSTRALIAN
OILSEEDS HOLDINGS LIMITED



CUSIP
G07041117



WARRANT



THIS
CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m.,
New York City time, on the five year anniversary of the completion by Australian Oilseeds Holdings Limited, a Cayman Islands exempted
company (the “Company”), of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement
or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one-half
(1/2) of one fully paid and non-assessable Class A ordinary share, par value $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
on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering and (b) the
Company’s completion of a Business Combination, such whole number of Shares of the Company at the price of $11.50 per whole share
(subject to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant
Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent. 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.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.



No
fraction of a Share will be issued upon any exercise of a Warrant. A warrantholder may exercise its warrants only for a whole number
of shares. This means that only an even number of warrants may be exercised at any given time by a warrantholder.



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 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 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. This Warrant Certificate shall be
governed by and construed in accordance with the internal laws of the State of New York.



The
Company reserves the right to redeem the Warrant at any time prior to its exercise with a notice of redemption in writing to the holders
of record of the Warrant, giving at least 30 days’ notice of such redemption, at any time while the Warrant is exercisable, if
the last sale price of the Shares has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) on each of 20 trading days within any 30 trading day period (the “30-day trading period”) ending on
the third trading 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 each day of the 30-day trading period and continuing each day thereafter
until the date of redemption. The redemption price of the Warrants is to be $0.01 per Warrant. 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.



|By |                             |  |      |  |                            
|-- | --------------------------- |  | ---- |  | ---------------------------
|   |                             |  | SEAL |  |                            
|   | Chief
    Executive Officer |  | 2024 |  | Chief
    Executive Officer



ELECTION
TO PURCHASE

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 pursuant to the method selected below, 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.



PLEASE
CHECK ONE METHOD OF PAYMENT:



☐“Cash Exercise” with respect to Warrant Shares; and/or



☐“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 Section 3.3.2 of the Warrant Agreement.



|Dated: |  |  |                                
|------ |  |  | -------------------------------
|       |  |  | (SIGNATURE)                    
|       |  |  |                                
|       |  |  | (ADDRESS)                      
|       |  |  |                                
|       |  |  |                                
|       |  |  | (TAX
    IDENTIFICATION NUMBER)



THE
SIGNATURE 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 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED).













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 FORM 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 UNDER THE SECURITIES
ACT OF 1933, AS AMENDED).