Exhibit
4.6


 


	-Number
    ____	____
    Warrants






 


eToro
Group Ltd.


 


Incorporated
in the British Virgin Islands Company Number: 1373068


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


Warrant
Certificate


 


CUSIP
[*]


 


This
Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of ________ warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase common shares, no par value (“Company Common Shares”),
of eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”). Each
Warrant entitles the holder thereof, 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 non-assessable Company Common 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 (as defined on the reverse hereof). 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 Company Common Share. Fractional 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 Common
Share, the Company shall, upon exercise, round down to the nearest whole number the number of Company Common Shares to be issued to the
Warrant holder. The number of Company Common Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement. In no event will the Company be required to net cash settle any Warrant exercise.


 


The
initial Exercise Price per one Common 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 British Virgin Islands.


 





	 	eToro Group Ltd.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	American Stock Transfer & Trust Company, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






     


     


    

 


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
________ Company Common Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of December 3, 2020, by and between
FinTech Acquisition Corp. V (“FTV”) and Continental Stock Transfer & Trust Company (“CST”),
as assigned, assumed and amended by that certain Assignment, Assumption and Amendment Agreement, dated [●], 2021, by and among
the Company, FTV, Cantor Fitzgerald & Co., CST and American Stock Transfer & Trust Company (“AST”)
(the “Warrant Agreement”), duly executed and delivered by the Company to AST, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference 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 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” if permitted by 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 Company Common Shares to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the Company Common Shares is current, except through “cashless exercise”
if permitted by the Warrant Agreement.


 


The
Warrant Agreement provides that, upon the occurrence of certain events, the number of Company Common 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 a Common Share, the Company shall, upon exercise, round down to the nearest
whole number of Company Common 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.


  



    2 


     


    







 


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 ______ Company Common
Shares and herewith tenders payment for such Company Common Shares to the order of eToro Group Ltd. (the “Company”)
in the amount of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such Company Common Shares
be registered in the name of ______, whose address is _________________________________ and that such Company Common Shares be delivered
to ______ whose address is _________________________________. If said ______ number of Company Common Shares is less than all of the
Company Common Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Company Common 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 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Company Common Shares that
this Warrant is exercisable for shall be determined in accordance with Section 3.3.1(b) or Section 6.3 of the Warrant Agreement,
as applicable.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of Company Common 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 Company Common Shares. If said number of shares is less than all of the Company Common Shares purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such Company Common Shares be registered in the name of ______, whose address is _________________________________ and that such Warrant
Certificate be delivered to ______, whose address is _________________________________.


 


Date:


 


	 	Signature: 
	 	Address:
	 	
    

	 	(Tax Identification Number)





 





	Signature Guaranteed:	 
	 	 


 


THE
SIGNATURE(S) SHOULD 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).


 



    3 


     


    

 





Assignment


 


(To
Be Executed by the Registered Holder in Order to Assign Warrants)


 




For Value Received, _________________________ sell(s), assign(s), and transfer(s) unto


 


________________________________________________


(PLEASE
TYPE OR PRINT NAME(S) AND ADDRESS)


 


________________________________________________


(SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER(S))


and be delivered
to


 


____________________________________________________


(PLEASE PRINT
OR TYPE NAME(S) 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)





 


NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


Signature(s)
Guaranteed:


 





	By:	 	 
	 	 	 





 


THE
SIGNATURE(S) SHOULD 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).


 


 


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