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


 


ALPHATIME
ACQUISITION CORP


 


CUSIP



 


WARRANT


 


THIS
CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of AlphaTime
Acquisition Corp, a Cayman Islands Exempted Company (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, capital stock 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, to purchase one fully paid and non-assessable Class A ordinary share,
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 on the later of 30 days after the Company’s completion
of an initial Business Combination or 12 months from the closing of the 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 American 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 American 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 (as defined below) and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted.


 


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 $16.50 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 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	 	 	

                                                                                  

	 	Chief
    Executive Officer	 	Chief
    Financial Officer


 




    	 



    	 



    

 


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 Class A 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 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 sells, assigns and transfers 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 constitutes and appoints _________________________________
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.


 




    	 



    	 



    

 


	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 (OR ANY SUCCESSOR RULE)).