Exhibit 4.3


 


SPECIMEN WARRANT CERTIFICATE


 


[FACE]


[Legend on Reverse]


 


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


 


CENAQ ENERGY CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP __________________


 


Warrant
Certificate


 


THIS CERTIFIES THAT,
for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of CENAQ Energy Corp., a Delaware
corporation (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 merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully
paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each
whole 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 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 Share is equal to
$11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption Trigger
Price (as defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted.


 


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 up 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 stockholder 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
commencing five business days prior to the 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	 	 	 
	 	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer


 


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 Class A Common
Stock 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)



 






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ASSIGNMENT


 


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


 


For Value Received, _______________________ hereby sells, assigns and
transfers 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 constitutes and appoints _________________________________ 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.


 


 


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