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            Becker
               & Poliakoff, P.A.

               45
               Broadway, 17th Floor

               New
               York, NY 10006

               Email:
               bhuo@beckerlawyers.com

               Phone:
               212 599 3322

      December 4, 2024

      VIA
      EDGAR

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      Office
of Real Estate and Construction

      100
F Street NE

      Washington,
      DC 20549

            Attention:
            Ms. Pearlyne Paulemon

            Mr. Jeffrey
      Lewis

            Ms. Jennifer Monick

            Mr. David
      Link

            Re:
            UY Scuti Acquisition
            Corp.

            Draft Registration Statement on Form S-1

            Submitted September 30, 2024

            CIK No. 0002036973

      To
      the Reviewing Staff Members of the Commission:

      Reference
      is made to the Staff’s letter dated October 30, 2024 to Mr. Jialuan Ma, Chief Executive Officer of UY Scuti
      Acquisition Corp., a Cayman Islands business company (the “Company”). On behalf of our client, and as requested
      by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), we
      are providing this letter setting forth our responses to comments received from the Staff regarding the Draft Registration Statement
      on Form S-1 of the Company filed on September 30, 2024 (the “Draft Registration Statement”) and amending the Draft Registration Statement to include revised disclosure to address the Staff’s
      comments.

      For
      your convenience, we have set forth the Staff’s comments in bold italics, followed by our response, as follows:

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

December 4, 2024

Page 2

      Cover
      Page

            1.
            We
            note on the cover page you state that most of our executive officers and directors are located in or have significant ties
            to China, and these ties to China present legal and operational risks to you and your investors, which exist and are independent
            of the legal and operational risks that ties to China may present in connection with effecting an initial business combination.
            Please reconcile this disclosure with the statements in your Summary of Risk Factors that you have determined that the laws
            and regulations of the PRC as currently interpreted do not currently apply to you solely because a majority of your executive
            officers have significant ties to China and/or are located in China.

We have revised the summary risk factor section
on page 46 to reconcile and acknowledge that we face risks in connection with the majority of our executive officers and directors
being located in China or having significant ties to China.

            2.
            We
            note that certain of your executive officers and directors are located in or have significant ties to China. Please revise
            here and relevant sections throughout the prospectus to identify each officer and director located in China or Hong Kong.

      We
      have revised the disclosure on the cover page and Summary to include additional disclosure responsive to the Staff’s comments.

            3.
            Please
            revise to clarify whether public shareholders may elect to redeem their shares if they abstain from voting.

      We
      have revised the disclosure on the cover page to state that public shareholders may elect to redeem their shares if they abstain
      from voting, which disclosure already exists on page 30.

            4.
            Please
            revise the cover page to disclose any limitations on redemption rights. In this regard, we note your disclosure on page 32
            regarding limitation on redemption rights. Refer to Item 1602(a)(2) of Regulation S-K.

      We
      have revised the disclosure on the cover page to state the limitations on redemption rights of shareholders holding more than 15%
      of the shares sold in this offering if we hold a shareholder vote, which disclosure already exists on pages 33 and 151.

            5.
            Please
            disclose on the cover page the approximate price per share which the sponsor paid for the founder shares.

      We
      have revised the disclosure on the cover page to include additional disclosure responsive to the Staff’s comments.

            6.
            Please
            provide a cross-reference to all relevant sections in the prospectus for disclosures related to compensation, as required
            by Item 1602(a)(3) of Regulation S-K.

      We
      have revised the disclosure on the cover page to include the cross-reference in response to the Staff’s comments.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

December 4, 2024

Page 3

            7.
            When
            discussing the founder shares, please revise to clarify that the founder shares will have the right to appoint or remove
            directors and that they will have ten votes per share in a vote to continue the company in a jurisdiction outside of the
            Cayman Islands, as described on page F-8.

      In
      response to Staff’s comment, we have revised the disclosure on the cover page to include additional disclosure responsive to
      the Staff’s comments and revised the disclosure relating to the founder shares on page F-8 of the Draft Registration
      Statement.

            8.
            Please
            disclose the additional conflicts of interest relating to repayment of loans, reimbursement of the sponsor and others for
            any out-of-pocket expenses and forfeiture of fees in the event you do not complete a de-SPAC transaction within the allotted
            time. See Item 1602(b)(7) of Regulation S-K.

      We
      have revised the disclosure on page 10 to include additional disclosure responsive to the Staff’s comments.

      Summary,
      P 1

            9.
            We
            note the disclosure that you believe you are not required to obtain permissions or approvals from any PRC government authorities.
            Please revise to disclose whether your officers and directors are required to obtain such permissions or approvals from PRC
            government authorities to search for a target company.

      We
      have revised the disclosure in the Summary to state that our officers and directors do not need such permissions or approvals.

            10.
            Please
            expand your discussion to include disclosure of how significant competition among other SPACs pursuing business combination
            transactions may impact your ability to achieve a business combination with a target company.

      We
      have revised the disclosure in the Summary to include additional disclosure responsive to the Staff’s comments.

            11.
            We
               note disclosure on page 7 that your team has experience in "SPAC-related matters," etc. We also note disclosure on page
               86 that Ms. Jialuan Ma and Mr. Sze Wai Lee have had experience operating a blank check company in the past. Please
               expand your disclosure to clearly describe the experience of the sponsor, its affiliates, promoters and your management
               team in organizing any SPACs and the extent to which they are involved in other SPACs. For each such SPAC, include disclosure
               regarding completed business combinations, liquidations, pending de-SPAC transactions and whether such SPAC is still searching
               for a target.

      We
      have revised the disclosure on pages 8 and [126] to include additional disclosure responsive to the Staff’s
      comments.

            12.
            Please
            disclose the basis for your statement that you do not believe that the fiduciary duties or contractual obligations of your
            officers and directors will materially affect your ability to complete your initial business combination.

      We
      have included additional disclosure on pages 8 and [126] responsive to the Staff’s comments regarding our
      belief that the fiduciary duties or contractual obligations of our officers and directors will not materially affect our ability to
      complete our initial business combination.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

December 4, 2024

Page 4

      The
      Sponsor, page 5

            13.
            In
            the table here and on page 142, regarding the lock-up terms applicable to the private placement units, please clarify when
            "after the completion of the initial business combination" these units will be transferable. Please also describe the conversion
            of the founder shares to public shares at the time of the initial business combination and any related anti-dilution provision.

We have revised the disclosure on pages 5, 7,
143 and 145 in response to the Staff’s comments.

            14.
            Please
            revise the tables beginning on page 6 and 142 to disclose the lock-up agreement with the underwriter. See Item 1603(a)(9)
            of Regulation S-K.

      We
      have revised the table in both places as referred to include the disclosure regarding the lock-up agreement as requested by the
      Staff.

            15.
            Please
            disclose any circumstances or arrangements under which the sponsor, its affiliates and promoters, directly or indirectly
            have transferred or could transfer ownership of your securities or that have resulted or could result in the surrender or
            cancellation of such securities. Specifically, disclose whether indirect transfers of ownership of your securities could
            take place through the transfer of interests in the sponsor itself and describe any circumstances or arrangements whereby
            this has or may take place. Also disclose the potential forfeiture of founder shares by the sponsor if the over-allotment
            option is not exercised. See Item 1603(a)(6) of Regulation S-K. In addition, if true, please add risk factor disclosure about
            risks that may arise from Mr. Guojian transferring his ownership interest and control of the sponsor to another party,
            or UY Scuti Investments Limited otherwise being removed as sponsor before identifying and completing a business combination.

      We
      have added disclosure on pages 5 and 56 in response to the Staff’s comments.

            16.
            Please
            describe the general character of the SPAC sponsor’s business. See Item 1603(a)(2) of Regulation S-K.

      We
      have revised the disclosure on page 5 under the caption “The Sponsor” in response to the Staff’s
      comments.

            17.
            Please
            revise to address the extent to which this compensation may result in a material dilution of the purchasers’ equity
            interests. See Item1602(b)(6) of Regulation S-K.

      We
      have added additional disclosure on page 5 in response to the Staff’s comments.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

December 4, 2024

Page 5

      Enforcement
      of Civil Liabilities, page 9

            18.
            Please
               revise your section on enforcement of liabilities addressing the enforcement risks related to civil liabilities due to
               your sponsor and some of your officers and directors being located in China or Hong Kong. For example, revise to identify
               each officer and director located in China or Hong Kong. Also, please disclose this in your business section.

We have revised the disclosure on pages 10 and
129 to include additional disclosure responsive to the Staff’s comments.

      Initial
      Business Combination, page 17

            19.
            Please
               disclose the consequences to the SPAC sponsor of not completing an extension of this time period. See Item 1602(b)(4)
               of Regulation S-K.

In response to Staff’s comment, we have
revised the disclosure on pages 18 and 41.

      Founder
      Shares, page 25

            20.
            When
            discussing the founder shares, please revise to clarify that the founder shares will have the right to appoint or remove
            directors and that they will have ten votes per share in a vote to continue the company in a jurisdiction outside of the
            Cayman Islands, as described on page F-8. Also describe the conversion of the founder shares at the time of the initial business
            combination and any related anti-dilution provisions.

      In
      response to the Staff’s comment, we have revised the disclosure of founder shares on page F-8.

      Anticipated
      expenses and funding sources, page 27

            21.
            Please
            revise this section or include a new section within the Summary under an appropriate subcaption to provide a more comprehensive
            discussion regarding whether you have any plans to seek additional financing and how such financings may impact unaffiliated
            security holders, as required by Item1602(b)(5) of Regulation S- K. In this regard, we note your disclosures that you intend
            to effectuate your initial business combination using, among other sources, the proceeds of the sale of your securities in
            connection with your initial business combination and that you intend to target businesses larger than you could acquire
            with the net proceeds of this offering and the sale of the private placement units.

      We
      have revised this section on page 28 to include additional disclosure responsive to the Staff’s comments.

      Conflicts
      of interest, page 39

            22.
            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.

We have added the requested disclosure to the
risk factor on pages 40 and 41 as requested by the Staff.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

December 4, 2024

Page 6

            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.

We have added the requested disclosure on page
40 as requested by the Staff.

      Summary
Dilution,
      page 42

            24.
            We
            refer you to your disclosure in the second paragraph on page 42 that states "[s]uch calculations include additional dilution
            associated with the conversion of the rights, as set forth in the below table." Please tell us how you determined that such
            calculations reflects the conversion of rights.

In response to the Staff’s comment, we have
revised the disclosures in the second paragraph on page 43 of the Draft Registration Statement.

            25.
            We