Exhibit
4.3


 


	
        NUMBER

         

        ________-          
	
        (SEE REVERSE SIDE FOR LEGEND)

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


 


SPRINGWATER
SPECIAL SITUATIONS CORP.


CUSIP 85205U
115


WARRANT


 


THIS
CERTIFIES THAT, for value received                                                  is
the registered holder of a warrant or warrants (the “Warrant(s)”) of Springwater Special Situations 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, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (a “Business Combination”) or
earlier upon redemption or liquidation of the trust account established in connection with the Company’s initial public
offering, to purchase one fully paid and non-assessable share of 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 thirty 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 (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 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 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 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 imposed in connection therewith.


 


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.


 


Neither the Warrants nor
this Warrant Certificate entitles the registered holder to any of the rights of a stockholder of the Company.


 


The Company reserves the
right to call the Warrant 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 reported closing price of the Shares has been
at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Redemption
Trigger Price”) for any 20 trading days within a 30 trading day period (the “30-day trading period”) commencing
after the Warrants become exercisable and 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


 





	 	 	 
	Chairman	 	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 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)


 


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.