Exhibit 4.3








 


SPECIMEN
WARRANT CERTIFICATE


 


	NUMBER	[ ] WARRANTS
	WA-	 


 


(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


NEW
YORK CITY TIME, FOUR YEARS FROM THE EFFECTIVE DATE OF THE COMPANY’S INITIAL PUBLIC OFFERING)


 


UTXO
ACQUISITION INC.


 


CUSIP
                         


 


WARRANT


 


THIS
WARRANT CERTIFIES THAT, for value received                                          ,
or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which
is four (4) years from the effective date of the Company’s initial public offering, to purchase one fully paid and non-assessable
share (the “Warrant Shares”), of class A common stock, par value $0.0001 per share (the “Common Stock”),
of UTXO ACQUISITION INC., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate.
This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined
below).


 


The
Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later
to occur of (i) the completion of the Company’s initial business combination or (ii) twelve (12) months following the closing
of the Company’s initial public offering, such number of Warrant Shares at the price of $11.50 per share (the “Warrant
Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental
Stock Transfer & Trust Company, LLC (the “Warrant Agent”), such payment to be made subject to the conditions set
forth herein and in the Warrant Agreement, dated [·], 2021, between the Company and the Warrant Agent (the “Warrant
Agreement”). In no event shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in
lieu of physical settlement in Warrant Shares of the Company. The Warrant Agreement provides that, upon the occurrence of certain
events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted,
subject to certain conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per Warrant Share
at which Warrant Shares may be purchased at the time the Warrant is exercised.


 


This
Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant
to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.


 


No
fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled
to receive a fractional interest in a Share, the Company will, upon exercise, issue or cause to be issued only the largest whole
number of Warrant Shares issuable on such exercise (and such fraction of a Share will be disregarded).


 


Upon
any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to
the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant 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(s) hereof 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.


 






    1/4


     


    




 


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(s) 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(s) 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 registered holder(s), 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(s) to any of the rights of a stockholder of the Company.


 


After
the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time,
with a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such
call if the last reported sale price of the Common Stock has been equal to or greater than $16.50 per share for any twenty (20)
trading days within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which notice of
such call is given, provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”)
with respect to the shares of Common Stock issuable upon exercise must be effective and a current prospectus must be available
for use by the registered holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement
and such cashless exercise is exempt from registration under the Act. The call price is $0.01 per Warrant Share.


 


If
the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to
exercise his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the Registered
Holder who desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered
Holder must exercise the Warrants on a cashless basis if the Company so requires. 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.


 


COUNTERSIGNED:


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, LLC,


WARRANT AGENT


 








	BY:		 






AUTHORIZED OFFICER  




 


	DATED:	 	 



 


	BY:		 



AUTHORIZED SIGNATORY


	PRINT:	 	 
	TITLE:	 	 







 


 


 






[REVERSE
OF CERTIFICATE]


 






    2/4


     


    

 


SUBSCRIPTION
FORM


 


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


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common
Stock in accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used
herein and not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF
PAYMENT:








 


_________________        a
“Cash Exercise” with respect to                                             Warrant Shares; and/or


 


_________________      
 a “Cashless Exercise” with respect
to                                          Warrant
Shares because on the date of this exercise, there is no effective registration statement registering the Warrant Shares, or
the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall
deliver to the registered holder(s)shares of Common Stock.





 


The
undersigned requests that a certificate for such shares be registered in the name(s) of:


  


 






(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)




  


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(s) at the address(es) stated
below:


 


Dated:


  


 






(SIGNATURE(S))


  


 






(ADDRESS(ES))





 


 












 





 






(TAX
IDENTIFICATION NUMBER(S))


 






    3/4


     


    

 


ASSIGNMENT


 


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


 


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


  








 



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


 





 



 


 





 



 


 





 









(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	and
    to be delivered to	 	 
	 	(PLEASE
PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 




 








 





 






 


 








 






(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


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(S))


 


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) 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).


 


 


4/4