EX-4.3





 Exhibit 4.3 
  

					
	 NUMBER

                –       
 
	  	 (SEE REVERSE SIDE FOR LEGEND)

THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
	  	WARRANTS
		  	 THE EXPIRATION DATE (DEFINED BELOW)

 
 EMBRACE CHANGE ACQUISITION CORP.
	  	

 CUSIP G3034H 109             

WARRANT 
 THIS CERTIFIES THAT, for value
received 
 is the registered holder of a warrant or warrants (the “Warrant”) of Embrace Change Acquisition Corp., a Cayman 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 30 days after the Company’s completion of an initial Business Combination, 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)













 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.