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


 


INDUSTRIAL HUMAN CAPITAL, INC.


CUSIP [_]


WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered holder of a warrant or warrants (the
 “Warrant”) of Industrial Human Capital, Inc., 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 business combination,
capital share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a
 “Business Combination”), or earlier upon redemption or liquidation, to purchase one fully paid and non-assessable
share of common stock, par value US$0.0001 per share (“Shares”), of the Company for each Warrant evidenced by
this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of 30 days
after the Company’s completion of an initial Business Combination and twelve (12) months from the closing of the
Company’s initial public offering, 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 Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and
the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. 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 for any Warrant is equal to $11.50 per
share.


 


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.


 


	By	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	President	 	 	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 shares of common stock of the Company 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.