EX-4.3






 Exhibit 4.3 

[Form of Warrant Certificate] 

[FACE] 
 Number 

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

IN THE WARRANT AGREEMENT DESCRIBED BELOW 

TALON 1 ACQUISITION CORP. 

Incorporated Under the Laws of the Cayman Islands 

CUSIP 
 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, par value $0.0001 per share (“Ordinary Shares”), of Talon 1 Acquisition Corp., a Cayman Islands
exempted company incorporated with limited liability (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 non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant 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 Warrant 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. No
fractional shares will 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 will, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant. 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 Warrant Price per Ordinary Share for each Warrant is equal to $11.50 per share. The Warrant 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 null and 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, without regard to conflicts of laws principles thereof. 

  
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	TALON 1 ACQUISITION CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
		
	By:	 	  

		 	Name:
		 	Title:



  
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 [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 corporation, as warrant agent (or successor 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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the designated 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 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. 

Warrant Certificates, when surrendered at the designated 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 entitle any holder hereof to any rights of a shareholder of the Company. 

  
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 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 Talon 1 Acquisition Corp. (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 (as defined in Section 6.2 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) and Section 6.2 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(d) 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(d) 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 Ordinary 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] 


  
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	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 SECURITIES AND EXCHANGE
COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 

[Form of Warrant Certificate] 

  
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