Exhibit
2.3



|NUMBER | SHARES
|------ | ------
|       |       



AUSTRALIAN
OILSEEDS HOLDINGS LIMITED



INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS



CLASS
A ORDINARY SHARES



SEE
REVERSE FOR

CERTAIN
DEFINITIONS

CUSIP
G07041109



|This
    Certifies that | CUSIP
    G40981 139
|----------------------- | --------------------
|is
    the owner of     |                     



FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, $0.0001 PAR VALUE PER SHARE OF

AUSTRALIAN
OILSEEDS HOLDINGS LIMITED



transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.



The
Company will be forced to redeem all of the Class A ordinary shares sold in its initial public offering if it is unable to complete a
business combination by a date calculated by reference to the Company’s amended and restated memorandum

and
articles of association, all as more fully described in the Company’s final prospectus.

This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the
Company and the facsimile signatures of its duly authorized officers.



|Dated:                      |      |                            
|--------------------------- | ---- | ---------------------------
|                            |      |                            
|                            | SEAL |                            
|CHIEF
    EXECUTIVE OFFICER | 2024 | CHIEF
    FINANCIAL OFFICER



The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:



|TEN
    COM – | as tenants
    in common                                                             | UNIF
    GIFT MIN ACT- _____Custodian______
|------------- | ------------------------------------------------------------------------------------ | -------------------------------------------
|TEN
    ENT – | as tenants
    by the entireties                                                     | (Cust)
                         (Minor)    
|JT
    TEN –  | as
    joint tenants with right of survivorship
    and not as tenants in common Act |                                            



Additional
Abbreviations may also be used though not in the above list.



Australian
Oilseeds Holdings Limited



The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board
of Directors providing for the issue of Preferred Shares (copies of which may be obtained from the secretary of the Company), to all
of which the holder of this certificate by acceptance hereof assents.











For
value received, ___________________________ hereby sell, assign and transfer unto



PLEASE
INSERT SOCIAL SECURITY OR OTHER



IDENTIFYING
NUMBER OF ASSIGNEE



|                                                                                                           
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|                                                                                                           
|(PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)                          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|ordinary
    shares represented by the within Certificate, and do hereby irrevocably constitute and appoint





Attorney
to transfer the said shares on the books of the within named Company will full power of substitution in the premises.



Dated
____________________



| |        
| | -------
| | Notice:



Signature(s)
Guaranteed:



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 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED).



In each case, as more fully described in the Company’s final prospectus dated November 9, 2020, the holder(s) of this certificate
shall be entitled to receive a pro rata portion of certain funds held in the trust account established in connection with its initial
public offering only in the event that (i) the Company redeems all of its outstanding public shares and liquidates because it does not
consummate an initial business combination by a date calculated by reference to the Company’s amended and restated memorandum and
articles of association, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with
a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance
or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate an initial business
combination by a date calculated by reference to the Company’s amended and restated memorandum and articles of association or (b)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii) if
the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender offer (or proxy
solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth
the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any
kind in or to the trust account.