Exhibit 4.3


 


[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


SEMPER PARATUS ACQUISITION CORPORATION


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G8028L 131


 


Warrant Certificate


 


This
Warrant Certificate certifies that [●], or registered assigns, is the registered holder of warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
$0.0001 par value (“Ordinary Shares”), of Semper Paratus Acquisition Corporation, a Cayman Islands exempted
company (the “Company”). Each whole 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 Ordinary 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 an Ordinary 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 one Ordinary Share 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.


 


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.


 






     


     


    

 


	 	SEMPER PARATUS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	Authorized Signatory
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






     


     


    

 


[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 [●], 2021 (the “Warrant Agreement”), duly executed and delivered
by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate 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.


 


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.


 






     


     


    

 


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 Semper Paratus
Acquisition Corporation (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 has been called for redemption by the
Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a
Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with or Section 6.2
of the Warrant Agreement.


 


In the event that the Warrant has been called for redemption by the
Company pursuant to Section 6.1 of the Warrant Agreement and the Company has elected to require all holders to exercise their
Warrants on a “cashless basis”, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in
accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement Warrant that is
to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of
Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant
Agreement.


 


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]


 


Date: [ ]


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)
	 	 
	 	Signature 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 EXCHANGE ACT OF 1934, AS AMENDED).