**Exhibit 2.3**

 

[FACE]

 

Number

**Warrants**

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**THIS WARRANT SHALLBE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW**

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**BitFuFu Inc.**

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*Incorporated Underthe Laws of the Cayman Islands*

CUSIP [           ]

**Warrant Certificate**

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***This Warrant Certificatecertifies that*** [             ], or registeredassigns, is the registered holder of [             ]warrant(s) evidenced hereby (the “***Warrants***” and each, a “***Warrant***”) to purchase[            ] Class A ordinary shares, par value$0.0001 per share (“***Ordinary Shares***”), of BitFuFu Inc., a Cayman Islands exempted company (the “***Company***”).Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive fromthe Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “***ExercisePrice***”) 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 theExercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the WarrantAgreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the WarrantAgreement.

 

Each whole Warrant isinitially exercisable for three-fourths (3/4) of a share of Ordinary Share. No fractional shares will be issued upon exercise ofany Warrant. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, theCompany will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the holder the Warrant.The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events asset forth in the Warrant Agreement.

 

The initial ExercisePrice per Ordinary Share for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the occurrenceof certain events as set forth in the Warrant Agreement.

 

Subject to the conditionsset forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by theend of such Exercise Period, such Warrants shall become void.

 

Reference is hereby madeto the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposeshave the same effect as though fully set forth at this place.

 

This Warrant Certificateshall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

 

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

 

 

 

 

 

**[Form of WarrantCertificate]**

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**[REVERSE]**

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The Warrants evidenced by this Warrant Certificateare 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 [●] (the “Warrant Agreement”),duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrantagent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated byreference 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 bythe holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall havethe meanings given to them in the Warrant Agreement.

 

Warrants may be exercised at any time duringthe Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise themby surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, togetherwith payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for inthe Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise of Warrants evidenced herebythe number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holderhereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

 

[Notwithstanding anything else in this WarrantCertificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement coveringthe Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating tothe Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.]

 

The Warrant Agreement provides that upon theoccurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subjectto certain conditions, be adjusted. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest inan Ordinary Share, the Company will, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holderof the Warrant.

 

Warrant Certificates, when surrendered atthe designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorizedin writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of anyservice 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 oftransfer of this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenorand 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 third-party charges imposed inconnection therewith.

 

The Company and the Warrant Agent may deemand treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notationof 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 theWarrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

 

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**Election to Purchase**

 

(To Be Executed Upon Exerciseof Warrant)

 

The undersigned hereby irrevocably electsto exercise the right, represented by this Warrant Certificate, to receive [                ]shares of Class A ordinary shares, par value $0.0001 per share (“Ordinary Share”) and herewith tenders payment for such OrdinaryShares to the order of BitFuFu 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 ofOrdinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificaterepresenting the remaining balance of such Ordinary Shares be registered in the name of [                ],whose address is [                ], and that such WarrantCertificate be delivered to [                ], whoseaddress is [                ].

 

In the event that the Warrant has been calledfor redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise pursuantto Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordancewith Section 6.3 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 exercisablefor would be determined in accordance with Section 3.3.2 or Section 6.3, as applicable, of the Warrant Agreement which allows for suchcashless 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 provision of the Warrant Agreement, to receive [                ]Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effectto the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such OrdinaryShares be registered in the name of [                ],whose address is [                ], and that such WarrantCertificate be delivered to [                ], whoseaddress is [                ]. 

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLEGUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEEMEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).

 

 

 

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