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CORRESP
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CORRESP

 UTA ACQUISITION CORP.

135 Fifth Avenue, 7th Floor

 New
York, NY 10010

 July 26, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attn: Brian McAllister

          Raj Rajan

Re:
 UTA Acquisition Corp. (the “Company”)

Form 10-K for the fiscal year ended December 31, 2022

Filed March 31, 2023

File No. 001-41114

Mr. McAllister and Mr. Rajan:

 The
Company is in receipt of the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the Commission’s letter dated July 13, 2023 (the “Comment
Letter”) with respect to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 31, 2023.

Below are the Company’s responses to the Comment Letter. For the Staff’s convenience, the headings and numbered comments in this
letter correspond to those contained in the Comment Letter.

 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 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.

Response: The Company acknowledges the Staff’s comment and advises that its sponsor, UTA Acquisition Sponsor LLC, a Cayman Islands
limited liability company (the “Sponsor”), is controlled by a board of managers comprised of Messrs. Reginald Fils-Aimé, Jamie Sharp and Clinton Foy. Messers.
Fils-Aimé and Foy are U.S. persons, while Mr. Sharp is a non-U.S. person and citizen of the United Kingdom. The Sponsor is owned by five members comprised of
(1) United Talent Agent, L LC, a Delaware limited liability company (“UTA”), (2) UTA Corporation Holdings, LLC, a Delaware limited liability company owned and controlled by UTA, (3) Jamie Sharp, a
non-U.S. person and citizen of the United Kingdom, (4) Brentwood Growth Partners LLC, a Washington limited liability company solely owned and controlled by Reginald
Fils-Aimé and (5) Connaught International Limited, a private company limited by shares registered in England and Wales, which is a financial advisory and merchant banking firm. Subject to the other
parties involved in a potential initial business combination, the Company does not believe that any of the aforementioned facts or relationships regarding the Sponsor would, by themselves, subject a potential initial business combination to
regulatory review, including review by CFIUS, nor does the Company believe that if such a review were conceivable that, based solely on such facts or relationships,

 UTA Acquisition Corp.

July 26, 2023

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such a potential initial business combination ultimately would be prohibited. However, in the event a potential initial business combination were to become subject to regulatory review and
approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as CFIUS, the Company plans to include the following risk factor in appropriate future filings under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended:

 We may not be able to complete an initial Business Combination with
a U.S. target company if such initial Business Combination is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”).

Our Sponsor has substantial ties with a non-U.S. Person that is a citizen of the United Kingdom.
Acquisitions and investments by non-U.S. Persons in certain U.S. businesses may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to
review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to, amongst other things, critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of
such transactions on the national security of the United States. Any proposed Business Combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to foreign ownership
restrictions, CFIUS review and/or mandatory filings if non-U.S. persons (including but not limited to those with substantial ties with our Sponsor) obtain a material ownership interest or certain rights in the
U.S. business. If our potential initial Business Combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial Business Combination with such business. In addition, if our
potential Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial Business Combination without notifying CFIUS and
risk CFIUS intervention, before or after closing the initial Business Combination. CFIUS may decide to block or delay our initial Business Combination, impose conditions to mitigate national security concerns with respect to such initial Business
Combination or order us to divest all or a portion of any U.S. business of the combined company if we proceed without first obtaining CFIUS clearance. These potential limitations and risks may limit the attractiveness of a transaction with us or
prevent us from pursuing certain initial Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial Business
Combination may be limited and we may be adversely affected in competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise,
could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders
may only receive their pro rata share of amounts held in the trust account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on
your investment through any price appreciation in the combined company.

 If CFIUS elects to review a Business Combination, the time
necessary to complete such review of the Business Combination or a decision by CFIUS to prohibit the Business Combination could prevent us from completing a Business Combination within the Combination Period.

If we are not able to consummate a Business Combination within the Combination Period, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then-outstanding Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and to requirements of other applicable law. There will be no redemption rights or liquidating distributions from the Trust Account with respect to our warrants, which will expire worthless in
the event of our winding up.

 UTA Acquisition Corp.

July 26, 2023

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 3

 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.

 Response: The Company’s analysis to support its proposed accounting treatment for the public warrants
and the private placement warrants as equity is set forth below.

 ASC
815-40-15 addresses when an instrument, or embedded component that meets the definition of a derivative, is considered indexed to a reporting entity’s own stock.
The guidance requires a reporting entity to apply a two-step approach—it requires the evaluation of an instrument’s or embedded component’s contingent exercise provisions and then the
instrument’s or embedded component’s settlement provisions.

 Step one — exercise contingencies:

Any contingent provision that affects the holder’s ability to exercise the instrument or embedded component must be evaluated. For
example, holders may have a contingent exercise right or may have their right to exercise accelerated, extended, or eliminated upon satisfaction of a contingency.

If an exercise contingency is based on the occurrence of an event, such as an IPO, the contingency does not affect the conclusion that the
freestanding instrument or embedded component is indexed to a reporting entity’s own stock.

 Step two — settlement provisions:

 In the second step of the framework, management evaluated the warrants’ settlement provisions, noting the following provisions in the
warrant agreement which provide for adjustments to the settlement amounts of the public warrants. The analysis of these terms is interpreted with reference to both Step 1 and Step 2 of the indexation guidance, as well as the requirements for equity
classification under ASC 815-40.

 The Company’s private placement warrants have terms and
provisions that are identical to the public warrants, except that (i) the Private Placement Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants
(and Ordinary Shares issuable upon exercise of the Private Placement Warrants) may be subject to certain transfer restrictions contained in the letter agreement by and among the Company, the Sponsor and any other parties thereto, as amended from
time to time, including that any permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions contained in such letter agreement, and (iii) the Private Placement Warrants shall not
be redeemable by the Company pursuant to Section 6.1 hereof. The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless of the transferee

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July 26, 2023

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 Therefore, the analysis for the public warrants is equally applicable to the private
placement warrants.

 Provision

 Analysis of Warrant

 Sub-Divisions
(4.1.1)

 These provisions are anti-dilution provisions which, consistent with the guidance in ASC 815-40-15-7G and the example in 55-42 and 55-43, are each based on a mathematical
calculation that determines the direct effect that the occurrence of such dilutive events have on settlement. Standard pricing models (e.g., Black Scholes Option pricing) contain certain implicit assumptions such as (i) dilutive events will not
occur and (ii) stock price changes will be continual. ASC 815-40-15-7G permits adjustments to the settlement terms that
neutralize the effects of events that invalidate the implicit assumptions. Sub-divisions and Extraordinary dividends (4.1.1 and 4.1.2), and Aggregation of shares (4.2) are all dilutive events that invalidate
the implicit “continual stock price changes” and “no dilutive events” assumptions of an option pricing model. The adjustment to exercise price specified section 4.3 will neutralize the effect of event 4.1 and 4.2 by applying the
same ratio of the change in exercisable share to the exercise price. Hence the holders maintain the same intrinsic value both before and after the dilutive events.

These provisions do not preclude the Warrants from being considered indexed to the entity’s own stock as the adjustments neutralize the effect of dilutive
events that invalidate the implicit assumptions of a “fixed-for-fixed” option pricing.

 This provision provides for an increase of the number of Ordinary Shares issuable on exercise of each Warrant in proportion to an increase in
the number of issued and outstanding Ordinary Shares as a result of share dividends, share splits, or similar events

 Extraordinary Dividends (4.1.2)

 This provision provides for a decrease of the exercise price of the Warrants as a result of Extraordinary Dividends paid to all or
substantially all of holders of the Ordinary Shares.

 Aggregation of Shares (4.2)

 This provision provides for a decrease of the number of Ordinary Shares issuable on exercise of each Warrant in proportion to a decrease in
the number of issued and outstanding Ordinary Shares as a result of consolidation, combination, reverse share sub-division, reclassification of Ordinary Shares or other similar events.

 Adjustments in Warrant Price (4.3)

 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

 Raising of the Capital in Connection with the Initial Business Combination (4.4)

 This provision is a Down Round Feature as defined in ASC
815-40-20. In accordance with ASC 815-40-15-5D,
down round features are excluded from the consideration of whether the instrument is indexed to the entity’s own stock for the purposes of applying Step 2 of the indexation framework.

 The provision does not preclude the Warrants from being considered