Exhibit 4.3


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	WARRANTS
	 	 	 
	
    [●]W
	 	 


 


(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


NEW
YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL


BUSINESS COMBINATION)


 


YOTTA ACQUISITION CORPORATION


 


CUSIP 


 


WARRANT


 


THIS WARRANT CERTIFIES
THAT, for value received                                         ,
or registered agents, is the registered holder of a Warrant or Warrants (each, a “Warrant”), expiring on a date
which is five (5) years from the completion of the Company’s initial business combination, to purchase one share of fully paid and
non-assessable common stock (the “Warrant Shares”), $0.0001 par value, of YOTTA ACQUISITION CORPORATION, a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate
is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).


 


The
Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later of (i)
after the completion of the Company’s initial business combination or (ii) twelve (12) months following the closing of the Company’s
initial public offering, such number of Warrant Shares at the price of $11.50 per full share (the “Warrant Price”),
upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of VStock Transfer LLC (the “Warrant
Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated as of [●],
2022, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered
holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company.
The Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant
Certificate refers to the price per full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.


 


This
Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder(s) pursuant
to the terms of the Warrant Agreement or if it is not redeemed by the Company prior to such date.


 


No
fraction of a share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction
of a share upon any exercise of a Warrant, the Company shall, upon such exercise, round down to the nearest whole number the number of
shares to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered
holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been
exercised.


 


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(s) 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(s) as the absolute owner(s) 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(s), 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(s) to any of the rights of a shareholder of the Company.


 






     


     


    

 


After
the Warrant becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with
a notice of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the
last reported sale price of the shares has been equal to or greater than $16.50 per share for any twenty (20) trading days within a thirty
(30) trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is given, provided that (i)
a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the common
stock underlying the Warrants issuable upon exercise must be effective and a current prospectus must be available for use by the registered
holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless exercise
is exempt from registration under the Act. The call price is $0.01 per Warrant Share.


 


If
the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise
his, her or its Warrant prior to the date scheduled for redemption; provided that the Company may require the registered holder(s) who
desires to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such registered holder(s) must
exercise the Warrants on a cashless basis if the Company so requires. 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.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	 	 
	CHIEF EXECUTIVE OFFICER	 	SECRETARY


 


COUNTERSIGNED:


 


VSTOCK
TRANSFER LLC,


WARRANT AGENT


 


	BY:	 	 
	AUTHORIZED OFFICER	 
	 	 
	DATED:	 	 




 






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[REVERSE
OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed by the
Registered Holder(s) in Order to Exercise Warrants


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive common stock in accordance
with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	 	a “Cash Exercise” with respect to 	 	Warrant Shares; and/or
	 	 	 
	 	 	a “Cashless Exercise” with respect to	 	Warrant Shares because on
	 	 	the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the registered holder(s)                  shares of common stock pursuant to Section 3.3.2 of the Warrant Agreement.


 


The undersigned requests
that a certificate for such shares be registered in the name(s) of:


 


	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 

                                                                     

	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))



 

	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) 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(s) at the address(es) stated below:


 


Dated:


 


 


	(SIGNATURE(S))	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(ADDRESS(ES))	 



 


 

	(TAX IDENTIFICATION NUMBER(S))	 


 






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ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


For Value Received,                                     
hereby sell(s), assign(s), and transfer(s) unto


 


 


	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	 
	 	 	 
	 	 	 


(SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER(S))


 


	and to be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))
	 	 	 
	 


(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitute and appoint                                     
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


 


	(SIGNATURE(S))	 


 


NOTICE: THE SIGNATURE(S)
TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


Signature(s) Guaranteed:


 


	By	 	 


 


THE SIGNATURE(S) MUST
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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