Exhibit 4.6


 





	NUMBER	RIGHTS


 


______R


 


I-AM CAPITAL ACQUISITION
COMPANY


 


INCORPORATED UNDER
THE LAWS OF DELAWARE


 


RIGHT


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP 45074Q 124


 


THIS CERTIFIES THAT,
for value received


 


is the registered holder of a
right or rights (the “Right” or “Rights,” respectively) to receive one-tenth
of one share of common stock, par value $.0001 per share (“Common Stock”), of I-AM CAPITAL ACQUISITION
COMPANY (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 (the “Rights Agreement”) between
the Company and Continental Stock Transfer & Trust Company (the “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 Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, the Right(s)
shall expire and be worthless. The holder of a Right or Rights 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 Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in
exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge.


The Company
and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right 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, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice
to the contrary.


Holders
of a Right or Rights are not entitled to any of the rights of a stockholder of the Company.


 


Dated:


 


	Secretary	 	
        [Corporate Seal]

        Delaware
	 	Chairman of the Board


 


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 ______
	 	TEN ENT –	as tenants by the entireties	 	(Cust)                    (Minor)
	 	JT TEN –	as joint tenants with right of survivorship	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	 Act ______________
	 	 	 	 	(State)


 






    	 



     


    

 


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


I-AM CAPITAL ACQUISITION COMPANY


 


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 stock 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 Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance
hereof assents.


 


For value received, ___________________________
hereby sell, assign and transfer 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 hereby irrevocably constitute and appoint








	 	Attorney



 to transfer
the 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).