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, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL


BUSINESS
COMBINATION)


 


HHG
CAPITAL CORPORATION


 


CUSIPG4R23P
129


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 five (5) years from the completion of the Company’s initial business combination, to purchase 3/4 of
one fully paid and non-assessable ordinary share (the “Warrant Shares”), with a par value $0.0001 per share, of HHG CAPITAL
CORPORATION, a British Virgin Islands company (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 from the date that the registration
statement is declared effective, such number of Warrant Shares at the price of $11.50 per full share (the “Warrant Price”),
upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of American 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”). The Warrants may be
exercised on cashless basis as set forth in the Warrant Agreement and such exercise is exempt from registration under the Securities
Act of 1933, as amended. 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 full Warrant Share at which Warrant Shares may be purchased at the
time the Warrant is exercised..


 


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 down 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 shareholder 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
for the entire 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.


 


	COUNTERSIGNED:	 
	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC, 	 
	WARRANT
    AGENT	 
	 	 
	 	 
	BY:	                           	 
	AUTHORIZED
    OFFICER	 


 


	DATED:	 	 


 


	(Signature)	 
	CHIEF
    EXECUTIVE OFFICER	 
	 	 
	(Seal)	 
	 	 
	(Signature)	 
	SECRETARY	 


 




    	 



    	 



    

 





 



 





[REVERSE
OF CERTIFICATE]


SUBSCRIPTION
FORM


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


 


The
undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate, and to
purchase the Ordinary Shares 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(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))	 


 




    	 



    	 



    

 





 






 


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).