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CORRESP
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    Becker
& Poliakoff, P.A.

    45
Broadway, 17th Floor

    New
York, NY 10006

    Email:
bhuo@beckerlawyers.com

    Phone:
    212 599 3322

February
10, 2025

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.

    Amendment
    No. 2 to Draft Registration Statement on Form S-1

    Submitted
    January 10, 2025

    CIK
    No. 0002036973

To
the Reviewing Staff Members of the Commission:

Reference is made to the
Staff’s letter dated February 4, 2025 to Mr. Jialuan Ma, Chief Executive Officer of UY Scuti Acquisition Corp, (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 Amendment No. 2 to Draft Registration Statement on Form S-1 of the Company
submitted on January 10, 2025 (the “Draft Registration Statement”) and concurrently amending the Registration
Statement (the “Registration Statement”) to include revised disclosure to address the Staff’s comments,
which Registration Statement has been publicly filed with the Commission on the date hereof.

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

Cover
Page

    1.
    We
    note your response to prior comment 1. Please provide a cross-reference, highlighted by prominent type or in another manner,
    to the locations of all compensation related disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.

We have provided the cross-reference on the cover
page of the Registration Statement per the Staff’s comment.

Dilution,
page 43

    2.
    We
note your response to our prior comment 8 and your updated dilution disclosure. We remain unclear why your dilution table on
page 44 reflects a redemption value of $8.93 per ordinary share rather than $10.00 per ordinary share for each redemption scenario
of your NTBV calculation. As such, please revise your disclosure to reflect the number of ordinary shares redeemed at the amounts equivalent
to the amounts to be paid for redemptions for each redemption scenario of your NTBV calculation, which is initially anticipated to be
$10.00 per ordinary share. In addition, your revised disclosure should consider 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.

We have revised the disclosure on page 43 and
44 of the Registration Statement in response to the Staff’s comment.

Dilution,
page 126

    3.
    We
    note your response to our prior comment 12 and your revised disclosure. However, it is unclear how your dilution disclosure on pages
    126 - 128 complies with the requirements in Item 1602(c) of Regulation S-K. Your disclosure should include a tabular format
    with quartile intervals based on percentages of the maximum redemption threshold; the offering price as of the most recent balance
    sheet date filed; the net tangible book value per share, as adjusted, as if the offering and assumed redemption levels
    have occurred and to give effect to material probable or consummated transactions. In addition, your disclosure should provide the
    difference between the offering price and the net tangible book value per share, as adjusted, and a description of the model, methods,
    assumptions, estimates, and parameters necessary to understand the tabular disclosure. Please revise your disclosure to comply with
    Item 1602(c) of Regulation S-K, or advise.

We have revised the disclosure on pages 126 to
127 of the Registration Statement in response to the Staff’s comment.

Thank you for your time and
attention. We believe that our revisions have addressed all of the Staff’s concerns of which we are aware. Should you have additional
questions regarding the information contained herein or in the Registration Statement, please contact the undersigned, Bill Huo, Esq.,
at bhuo@beckerlawyers.com, or Michael Goldstein, Esq. at mgoldstein@beckerlawyers.com.

    Very
    truly yours,

    By:
    /s/
    Bill Huo

    Name:
    Bill Huo

    cc:
    Jialuan
    Ma, Chief Executive Officer