Exhibit 4.3


 


[FACE]


 


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



Denali Capital Acquisition Corp.


 


Incorporated Under the Laws of the Cayman
Islands 


 


CUSIP [●]


 


Warrant Certificate 


 


This Warrant Certificate certifies that [ ], or registered
assigns, is the registered holder of [ ] warrant(s) (the “Warrants” and each, a “Warrant”)
to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Denali Capital Acquisition
Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and
nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially exercisable for one fully paid and
non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants,
a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down
to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. Only whole Warrants may be exercised.
The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Exercise Price per one Ordinary Share for any Warrant
is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement, the
Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such
Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.


 




     


     


    




 





	 	DENALI CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	VSTOCK TRANSFER, LLC, AS WARRANT
    AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 




     


     


    




 


[Form of Warrant Certificate] 


 


[Reverse] 


 


The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants entitling the holder on exercise to receive [ ] Ordinary Shares and are issued or to be issued
pursuant to a Warrant Agreement dated as of                    , 2022 (the “Warrant Agreement”), duly executed and delivered
by the Company to VStock Transfer, LLC, a California limited liability company, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders
or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or the
Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance
of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the principal corporate
trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or 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 evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation 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(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.


 


The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof 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 holder(s) hereof, 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 any holder hereof to any rights of a shareholder of the Company.


 




     


     


    




 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive [   ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to
the order of Denali Capital Acquisition Corp. (the “Company”) in the amount of $[    ] in accordance with
the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [    ], whose
address is [    ] and that such Ordinary Shares be delivered to [    ] whose address is [    ]. If said [    ] number of Ordinary Shares is
less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of [     ], whose address is [    ] and that such Warrant Certificate
be delivered to [     ], whose address is [      ].


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for
shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent allowed
by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would
be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said
number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered
in the name of [      ], whose address is [      ] and that such Warrant Certificate be delivered to [     ], whose address is [      ].


 


[Signature Page Follows]


 




     


     


    







 


	Date: [   ], 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).