SecProbe.io

United States securities and exchange commission logo
July 13, 2023
Chris Jefferis
Chief Financial Officer
UTA Acquisition Corp.
135 Fifth Avenue
7th Floor
New York, NY 10010
Re:UTA Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 31, 2023
File No. 001-41114
Dear Chris Jefferis:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
General, page 1
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require

 FirstName LastNameChris Jefferis
 Comapany NameUTA Acquisition Corp.
 July 13, 2023 Page 2
 FirstName LastName
Chris Jefferis
UTA Acquisition Corp.
July 13, 2023
Page 2
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.  Please include an example of
your intended disclosure in your response.
Financial Statements
Note 7- Shareholders' Equity, page 80
2.We note that you account for the public and private warrants as equity.  Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for the
warrants.  As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation