SecProbe.io

December 31, 2024
Jialuan Ma
Chief Executive Officer
UY Scuti Acquisition Corp.
39 E Broadway, Suite 603
New York, NY 10002
Re:UY Scuti Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 4, 2024
CIK No. 0002036973
Dear Jialuan Ma:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October 30, 2024 letter.
Amendment No. 1 to Draft Registration Statement filed December 4, 2024
Cover Page
1.We note your response to prior comment 8 and reissue. Please state whether
compensation may result in a material dilution of the purchasers’ equity interests.
Provide a cross-reference, highlighted by prominent type or in another manner, to the
locations of all related disclosures in the prospectus. See Item 1602(a)(3) of
Regulation S-K.
The Sponsor, page 5
We note your response and revisions to prior comment 17. Please revise to address the 2.

December 31, 2024
Page 2
extent to which this compensation may result in a material dilution of the purchasers’
equity interests. See Item1602(b)(6) of Regulation S-K.
Business Strategy, page 8
3.Please revise to indicate the recent stock price for the Qomolangma Acquisition Corp.
and the Big Tree Cloud Holdings Limited common stock.
Initial Business Combination, page 18
4.We note your response and revisions to prior comment 19. Please disclose the
consequences to the SPAC sponsor of not completing an extension of this time
period. For example, revise to address what would happen to the founder shares and
the private placement warrants if an extension of the time period is not completed. See
Item 1602(b)(4) of Regulation S-K.
Founder shares, page 25
5.We note your response to prior comment 20. When discussing the founder shares,
please revise to describe the conversion of the founder shares at the time of the initial
business combination and any related anti-dilution provisions.
Summary
Conflicts of interest, page 40
6.We note your response to prior comment 22 and reissue. Under Conflicts of Interest,
please disclose the additional conflicts of interest relating to the repayment of loans
and reimbursement for any out-of-pocket expenses. Also disclose the potential
conflicts of interest arising from the ability to pursue a business combination with a
business that is affiliated with your sponsor, directors or members of your
management team. See Item 1602(b)(7) of Regulation S-K.
7.We note your response to prior comment 23. Please revise your disclosure in this
section to clearly state the conflicts of interest with purchasers in the offering. See
Item 1602(b)(7) of Regulation S-K.
Dilution, page 43
8.We note your response to our prior comment 25 and your updated dilution disclosure.
Based on your calculation of NTBV for each redemption scenario, it is unclear why
your redemption value is $8.93 per ordinary share rather than $10.00 per ordinary
share. Please clarify for us why you have used a redemption value of $8.93 per
ordinary share. Alternatively, please revise your numerator and/or denominator for
each redemption scenario, as applicable, to reflect the redemption amounts to be paid
and the number of ordinary shares to be redeemed that are derived from the
redemption value, which is initially anticipated to be $10.00 per ordinary share. To the
extent you revise your disclosure, please consider your disclosure that you may not
redeem your public shares in an amount that would cause your net tangible assets to
be less than $5,000,001 in your determination of your maximum redemption
threshold for your revised dilution presentation.

December 31, 2024
Page 3
Risk Factors, page 51
9.We note your response and revisions to prior comment 28. However, we continue
to note on the cover page a cross reference to Risk Factors — Risks Associated with
Acquiring and Operating a Business in China, however, it does not appear to be in the
Risk Factors section starting on page 51. Please revise or advise.
If we seek shareholder approval of our initial business combination . . ., page 58
10.We note your response to prior comment 30. We also note your disclosures
throughout your prospectus that your sponsor, directors, officers, advisors or their
affiliates may purchase shares in privately negotiated transactions or in the open
market transactions from public shareholders who have already elected to exercise
redemption rights or submitted a proxy to vote against your initial business
combination, and that the purpose of such purchases may result in the completion of
your initial business combination that may not otherwise have been possible and your
disclosure here that the price per share paid may be different than the amount per
share a public shareholder would receive for such purchases. Please revise to discuss
how any such purchases would comply with Rule 14e-5. Refer to Tender Offer Rules
and Schedules C&DI 166.01.
If we are deemed to be an investment company . . ., page 64
11.We note your response and revision to prior comment 31. We also note your
disclosure that if you are deemed to be an investment company, you may have to
change operations, wind down or register under the Investment Company Act. In
addition, we note your statement that "[i]f [you] do not invest the proceeds as
discussed," you may be deemed to be subject to the Investment Company Act.
This statement suggests that by investing funds in U.S. government securities or
money market funds meeting the conditions of Rule 2a-7 of the Investment Company
Act, you will avoid being deemed to be an investment company. Please revise to
clarify that you may be deemed to be an investment company at any time,
notwithstanding your investment in these securities.
Dilution , page 118
12.We note your responses to our prior comments 33 and 34. Please clarify how your
dilution disclosure complies with the requirements in Item 1602(c) of Regulation S-K,
or revise.
Capitalization, page 120
13.We note your response to our prior comment 36 and your revision to your filing in the
As Adjusted column. Please further the number of ordinary shares issued and
outstanding, as adjusted from 1,250,000 to 1,677,500 within the line item description,
or advise.

            Please contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related

December 31, 2024
Page 4
matters. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Bill Huo