Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


	
    NUMBER

     

    [●]U
	 	UNITS


 


YOTTA ACQUISITION CORPORATION


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	 	CUSIP 


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK,
ONE REDEEMABLE WARRANT AND

ONE RIGHT TO RECEIVE ONE-TENTH (1/10) OF ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT
_____________________________________________________________________________________________________ is the owner of
________________________________________________________________________________________________________Units.


 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Yotta Acquisition Corporation,
a Delaware corporation (the “Company”), and one redeemable warrant (the “Warrant(s)”).
Each redeemable warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per full share (subject
to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”) or (ii) 12 months from the closing of the Company’s initial public offering. The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to the 90th day after the date of the prospectus
relating to the Company’s initial public offering (“IPO”), subject to earlier separation in the discretion
of Chardan Capital Markets, LLC, provided that the Company has filed with the Securities and Exchange Commission a Current Report on Form
8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press
release announcing when separate trading will begin.


 


The terms of the Warrants are governed by a warrant
agreement (the “Warrant Agreement”), dated as of [●], 2022, between the Company and VStock Transfer LLC,
as the warrant agent, and is subject to the terms and provisions contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. A copy of the Warrant Agreement is on file at the office of VStock Transfer LLC at 18 Lafayette
Place, Woodmere, New York 11598 and is available to Warrants holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.


 


 


	By	 	 	 
	 	Chief Executive Officer		Secretary




 





     


     


    

 


Yotta Acquisition Corporation


 


The Company will furnish without
charge to each stockholder who so requests, a statement of 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.


 


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)
	 
	 
	Units represented by
the within Certificate, and do(es) hereby irrevocably constitute and appoint
	 
	 
	Attorney to transfer
the said Units 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).	 


 





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The holder(s) of this certificate shall be entitled
to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in
the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period
of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time
(the “Charter”) or (ii) if the holder(s) seek(s) to convert his, her or its shares upon consummation of, or
tender(s) his, her or its shares in a tender offer in connection with, an initial business combination or in connection with certain amendments
to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 





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