Exhibit 4.2


 


SPECIMEN COMMON STOCK
CERTIFICATE


 


	
    NUMBER

     

    [●]
	 	SHARES


  


YOTTA ACQUISITION
CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


 


 


	
    SEE REVERSE FOR

    CERTAIN DEFINITIONS
	 	CUSIP


 


	This Certifies that	 
	 	 
	is the owner of	 



 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON
STOCK,

PAR VALUE OF $0.0001, OF


 


YOTTA ACQUISITION CORPORATION


 


transferable on the books of Yotta Acquisition
Corporation, a Delaware corporation (the “Company”) in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. The Company will be forced to liquidate if it is unable to complete an initial business combination within
the period of time as set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time, all as more fully described in the Company’s final prospectus dated [●], 2022.


 


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


 


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


 


	 	 	 
	CHIEF EXECUTIVE OFFICER	
    
	SECRETARY
	 	 	 
	 	[INSERT SEAL

HERE]	 


  



     


     


    

 


Yotta Acquisition Corporation


 


The Company will furnish without
charge to each stockholder 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 shares represented thereby are issued and shall be held subject to all the provisions of
the Company’s 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)
	 
	 
	 
	 


shares of the capital stock represented by
the within Certificate, and do(es) hereby irrevocably constitute and appoint


 


		 	 



Attorney to transfer the said stock 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 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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