Exhibit
4.5


 


SPECIMEN
RIGHTS CERTIFICATE


 


	NUMBER	RIGHTS



 


[●]R


 



YOTTA
ACQUISITION CORPORATION


INCORPORATED
UNDER THE LAWS OF THE DELAWARE


 


RIGHTS


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	 	CUSIP 



 


THIS
CERTIFIES THAT, for value received ___________________________________________________________________________________ is the registered
holder(s) of a right or rights (each, a “Right”) to automatically receive one-tenth (1/10) of one share of
common stock, $0.0001 par value (“Common Stock”), of Yotta Acquisition Corporation (the “Company”)
for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined
in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of
this Rights Certificate pursuant to the Rights Agreement, dated as of [●], 2022, between the Company and Continental Stock Transfer
& Trust Company, LLC, as Rights Agent. In no event will the Company be required to net cash settle any Right.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Amended and Restated Certificate of Incorporation, the Rights shall expire and be worthless. The holder of a Right
shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Rights Certificate at the office or agency of the Rights Agent, a new Rights Certificate
or Rights Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Rights Certificate, without charge except for any applicable tax or other governmental charge.


 


The
Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement
at the relevant time in any manner (as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Rights Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder(s), and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the
contrary.


 


This
Right does not entitle the registered holder(s) to any of the rights of a shareholder of the Company.


 


	 	 	 
	CHIEF EXECUTIVE OFFICER	 	SECRETARY
	 	 	 
	 	 	 
	Continental Stock Transfer
    & Trust Company, LLC, as Rights Agent	 	 


 






     


     


    

 


Yotta
Acquisition Corporation


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors
providing for the issue of shares of Common Stock (copies of which may be obtained from the secretary of the Company), to all of which
the holder of this certificate by acceptance hereof assents.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	TEN COM	—	as tenants
    in common	 	UNIF GIFT MIN
    ACT	—	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 
	 	 	 	 	 	 	under
    Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right
    of survivorship and not as tenants in common	 	 	
	 	 	 	 	(State)


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto


 


	PLEASE
    INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 


	 
	 
	(PLEASE PRINT OR TYPEWRITE
    NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 
	 
	 
	 


rights
represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint 


 


____________________________________________________________________________ Attorney
to transfer said rights on the books of the within named Company will full power of substitution in the premises.


 


	Dated	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Notice:	The signature
    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:


	 	 
	 	 
	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).	 


 


The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as
defined in the Prospectus).