SecProbe.io

CORRESP
 1
 filename1.htm

 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022

 March 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

 Re:
 UY Scuti Acquisition Corp. (the "Company")

 Registration Statement on Form S-1
 Filed February 11, 2025, as amended

 File No. 333-284815

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission
 under the Securities Act of 1933, as amended (the "Securities Act"), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration
 Statement be accelerated so as to permit it to become effective on Monday, March 31, 2025, at 9:00 a.m., Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission
 under the Securities Act, we, acting on behalf of the several underwriters, wish to
 advise you that, through March 27, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be
 invited to participate in the distribution of the security, as many copies, as well
 as "E-red" copies of the Preliminary Prospectus dated March 3, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours, MAXIM GROUP LLC

 By: /s/ Ritesh M. Veera

 Name: Ritesh M. Veera

 Title: Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 UY SCUTI ACQUISITION CORP.

 39 East Broadway, Suite 603

 New York, NY 10002

 March 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Pearlyne Paulemon

 Mr. Jeffrey Lewis

 Ms. Jennifer Monick

 Mr. David Link

 Re:
 UY Scuti Acquisition Corp. (the "Company")

 Initial Public Offering - SEC Registration Statement S-1

 (SEC File Number: 333-284815) (the "Registration Statement")

 Ladies and Gentlemen:

 The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective at 9:00 a.m., Washington D.C. time, on Monday, March 31, 2025, or as soon thereafter as practicable.

 The Company hereby acknowledges that:

 ●
 Should the Securities and Exchange Commission (the "Commission") or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 ●
 The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ●
 The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Becker & Poliakoff, P.A.

 [Signature page follows]

 Very truly yours,

 UY SCUTI ACQUISITION CORP.

 By:
 /s/ Jialuan Ma

 Name:
 Jialuan Ma

 Title:
 Chief Executive Officer

 cc:
 Bill Huo, Esq. (via email)

 David Levine, Esq. (via email)

CORRESP
 1
 filename1.htm

 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022

 March 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

 Re:
 UY Scuti Acquisition Corp. (the "Company")

 Registration Statement on Form S-1
 Filed February 11, 2025, as amended

 File No. 333-284815

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence via EDGAR on March 26, 2025, in which we, Maxim Group LLC, as representative of the underwriters of the offering, joined the Company's request for acceleration of the effective date of the above-referenced Registration
 Statement for Friday, March 28, 2025, at 9:00 a.m., Eastern time, or as soon thereafter as practicable. The Company is no longer requesting that such
 Registration Statement be declared effective at this time and we hereby formally withdraw
 our request for acceleration of the effective date.

 [ Signature Page Follows ]

 Very truly yours, MAXIM GROUP LLC

 By: /s/ Ritesh M. Veera

 Name: Ritesh M. Veera

 Title: Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 UY SCUTI ACQUISITION CORP.

 39 East Broadway, Suite 603

 New York, NY 10002

 March 27, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Pearlyne Paulemon

 Re:
 UY
 Scuti Acquisition Corp. Withdrawal of Acceleration Request Initial Public Offering - SEC Registration Statement S-1
 (SEC File Number: 333-284815) (the "Registration Statement")

 Dear Ms. Paulemon:

 Reference is made to our letter, filed as correspondence via EDGAR on March 26, 2025, in which the undersigned registrant, UY Scuti Acquisition Corp. (the " Company "), requested acceleration of the effectiveness of the above referenced Registration Statement on Form S-1 (the " Registration Statement ") to 9:00 a.m. Eastern Time on March 28, 2025, or as soon thereafter as practicable (the " Effective Time "), in accordance with Rule 460 and 461 under the Securities Act of 1933, as amended.

 The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

 Very truly yours,

 UY SCUTI ACQUISITION CORP.

 By:
 /s/ Jialuan Ma

 Name:
 Jialuan Ma

 Title:
 Chief Executive Officer

 cc:
 Bill Huo, Esq. (via email) David Levine, Esq. (via email)

CORRESP
 1
 filename1.htm

 UY SCUTI ACQUISITION CORP.

 39 East Broadway, Suite 603

 New York, NY 10002

 March 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ms. Pearlyne Paulemon

 Mr. Jeffrey Lewis

 Ms. Jennifer Monick

 Mr. David Link

 Re:
 UY Scuti Acquisition Corp. (the "Company")

 Initial Public Offering - SEC Registration Statement
S-1

 (SEC File Number: 333-284815) (the "Registration
Statement")

 Ladies and Gentlemen:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective at 9:00 a.m., Washington D.C. time, on Friday, March 28, 2025, or as soon thereafter
as practicable.

 The Company hereby acknowledges
that:

 ● Should the Securities and Exchange Commission (the "Commission")
or the Staff, acting as pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 ● The action of the Commission or the Staff, acting pursuant
to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The Company may not assert Staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If there is any change in the
acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral
request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Becker & Poliakoff, P.A.

 [Signature page follows]

 Very truly yours,

 UY SCUTI ACQUISITION CORP.

 By:
 /s/ Jialuan Ma

 Name:
 Jialuan Ma

 Title:
 Chief Executive Officer

 cc:
 Bill Huo, Esq. (via email)

 David Levine, Esq. (via email)

CORRESP
 1
 filename1.htm

 Maxim Group LLC
300 Park Avenue, 16th Floor
New York, NY 10022

 March 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 UY Scuti Acquisition Corp.

 Registration Statement on Form S-1
 Filed February 11, 2025, as amended

 File No. 333-284815

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Friday, March 28, 2025, at 9:00
a.m., Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through March 26, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated March 3, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 MAXIM GROUP LLC

 By:
 /s/ Ritesh M. Veera

 Name:
 Ritesh M. Veera

 Title:
 Co-Head of Investment Banking

CORRESP
1
filename1.htm

        Becker & Poliakoff, P.A.

        45 Broadway, 17th Floor

        New York, NY 10006

        Email: bhuo@beckerlawyers.com

        Phone: 212 599 3322

February 28, 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.

    Registration Statement on Form S-1

    Filed February 10, 2025

    File No. 333-284815

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 Registration Statement on Form S-1 of the Company submitted on February 10, 2025 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:

Registration Statement on Form S-1 filed February 11, 2025
 Unaudited Financial Statements, page F-14

    1.
    We note you selected March 31 as your fiscal year end. We note your unaudited interim financial statements are for the period from January 18, 2024 (inception) through September 30, 2024. Please revise your unaudited interim financial statements to ensure they do not include a period that encompasses two different fiscal years. Please refer to Rule 8-03 of Regulation S-X..

We have revised the financials on page F-15 to F-17 of the Registration Statement per 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

February 18, 2025
Jialuan Ma
Chief Executive Officer
UY Scuti Acquisition Corp.
39 E Broadway, Suite 603
New York, NY 10002
Re:UY Scuti Acquisition Corp.
Registration Statement on Form S-1
Filed February 10, 2025
File No. 333-284815
Dear Jialuan Ma:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed February 11, 2025
Unaudited Financial Statements, page F-14
1.We note you selected March 31 as your fiscal year end. We note your unaudited
interim financial statements are for the period from January 18, 2024 (inception)
through September 30, 2024. Please revise your unaudited interim financial
statements to ensure they do not include a period that encompasses two different fiscal
years. Please refer to Rule 8-03 of Regulation S-X.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

February 18, 2025
Page 2
statement.
            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
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

CORRESP
1
filename1.htm

    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

February 4, 2025
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. 2 to Draft Registration Statement on Form S-1
Submitted January 13, 2025
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 December 31, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
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.

February 4, 2025
Page 2
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 additon, 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.
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.
            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
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

CORRESP
1
filename1.htm

        Becker & Poliakoff, P.A.

        45 Broadway, 17th Floor

        New York, NY 10006

        Email: bhuo@beckerlawyers.com

        Phone: 212 599 3322

January 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. 1 to Draft Registration Statement on Form S-1

    Submitted December 4, 2024

    CIK No. 0002036973

To the Reviewing Staff Members of the Commission:

 Reference is made to the Staff’s
letter dated December 31, 2024 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. 1 to Draft Registration Statement on Form S-1 of the Company filed on December 4, 2024 (the “Draft Registration
Statement”) and concurrently amending the Draft Registration Statement (the “Amended Draft Registration Statement”)
to include revised disclosure to address the Staff’s comments, which Amended Draft Registration Statement has been submitted to
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 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.

We have made the statement and provided the cross-reference
on the cover page of the Amended Draft Registration Statement per the Staff’s comment.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

January 10, 2025

Page 2

The Sponsor, page 5

    2.
    We note your response and revisions to prior comment 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 relating to
dilution on page 5 of the Amended Draft Registration Statement in response to the Staff’s comment.

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.

We have added updated disclosure, including the
recent stock prices for these entities, on page 8 of the Amended Draft Registration Statement in response to the Staff’s comment.

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.

We have added disclosure on page 18 of the Amended
Draft Registration Statement in response to the Staff’s comment.

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.

We have added language on page 25 of the Amended
Draft Registration Statement in response to the Staff’s comment.

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.

We have added the additional disclosure on page
40 and 41 of the Amended Draft Registration Statement in response to the Staff’s comment.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

January 10, 2025

Page 3

    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.

We have added the additional disclosure on page 41 of the Amended Draft
Registration Statement in response to the Staff’s comment.

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.

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

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.

We have deleted this reference on the cover page
and on page 46 of the Amended Draft Registration Statement per the Staff’s request.

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.

We have revised the disclosure on pages 29, 30,
65 and 66 of the Amended Draft Registration Statement in response to Staff’s comment.

    United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

January 10, 2025

Page 4

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.

We have revised the statement on page 73 of the
Amended Draft Registration Statement in response to Staff’s comment.

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.

We have added additional disclosure on pages 126
to 127 of the Amended Draft Registration Statement in response to the Staff’s comment.

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.

We have revised the number in the chart on page
129 of the Amended Draft 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 Amended Draft 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

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

CORRESP
1
filename1.htm

            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

October 30, 2024
Jialuan Ma
Chief Executive Officer
UY Scuti Acquisition Corp.
39 E Broadway, Suite 603
New York, NY 10002
Re:UY Scuti Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted September 30, 2024
CIK No. 0002036973
Dear Jialuan Ma:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 filed September 30, 2024
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 note that certain of your executive officers and directors are located in or have 2.

October 30, 2024
Page 2
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.
3.Please revise to clarify whether public shareholders may elect to redeem their shares
if they abstain from voting.
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.
5.Please disclose on the cover page the approximate price per share which the sponsor
paid for the founder shares.
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.
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.
8.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.
Prospectus Summary, page 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.
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.
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.
12.Please state the basis for your statement that you do not believe that the fiduciary,
contractual or other obligations or duties of your officers or directors will materially
affect your ability to complete a business combination.
The Sponsor , page 5
In the table here and on page 142, regarding the lock-up terms applicable to the 13.

October 30, 2024
Page 3
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.
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.
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.
16.Please describe the general character of the SPAC sponsor’s business. See Item
1603(a)(2) of Regulation S-K.
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.
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.
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.
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.
Anticipated expenses and funding sources, page 27
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 21.

October 30, 2024
Page 4
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.
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 affiliated with your sponsor,
directors or members of your management team. See Item 1602(b)(7) of Regulation
S-K.
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.
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.
25.We note your disclosure throughout the filing 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. We further note your tabular presentation of dilution at quartile intervals
on the outside cover page and on pages 42 and 43. Such tabular presentation appears
to assume your maximum redemption threshold is 4,465,909 ordinary shares, which is
less than the 5,000,000 shares to be sold to public shareholders as part of this offering.
Further, the use of 4,465,909 ordinary shares does not appear to be due to the
$5,000,001 net tangible assets restriction. Please tell us how you derived the amount
of 4,465,909 ordinary shares for the denominator and a redemption amount of
$44,659,090 for your numerator within your 100% maximum redemption column in
your dilution presentation, or revise. Please refer to Item 1602 of Regulation S-K.
26.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement units,
as stated on page 97 of your prospectus.
Risk Factors, page 50
We note that you have described a number of risks associated with acquiring
and operating a business in China beginning on page 45. However, you have not 27.

October 30, 2024
Page 5
included risk factor disclosure based on the fact that you and your sponsor, officers
and directors are currently located in or have significant ties to China. Therefore,
given the Chinese government’s significant oversight and discretion over the conduct
of your directors’ and officers’ search for a target company, please revise to describe
any material impact that intervention, influence, or control by the Chinese
government has or may have on your business, on your search for a target, or on the
value of your securities. Highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a
material change in your search and/or the value of your securities. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise."
28.We 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. Please revise or advise.
29.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, please revise your disclosure to
explain how this oversight impacts your officers and directors.
If we seek shareholder approval of our initial business combination . . . , page 56
30.We note your disclosure that your sponsor, directors, officers, advisors or their
affiliates may purchase shares in privately negotiated 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 could be to vote shares in favor of the business combination to increase the
likelihood of obtaining shareholder approval or satisfy a closing condition. Please tell
us how such purchases would comply with Rule 14e-5. Please see Tender Offer Rules
and Schedules C&DI 166.01 for further information.
If we are deemed to be an investment company . . ., page 63
We 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. Please revise to also discuss the consequences to investors if you are required to
wind down your operations as a result of this status, such as the loss of the investment
opportunity in a target company, any price appreciation in the combined company,
and any rights would expire worthless. In addition, we note statements such as "[b]y
restricting the investment of proceeds to these instruments" you intend to avoid being
deemed an investment company, and that "[i]f [you] do not invest the proceeds as
discussed," you may be deemed to be subject to the Investment Company Act. These
statements suggest 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 31.

October 30, 2024
Page 6
your investment in these securities. Please also confirm that if your facts and
circumstances change over time, you will update your disclosure to reflect how those
changes impact the risk that you may be considered to be operating as an unregistered
investment company.
Risk Factors
The nominal purchase price paid by our sponsor for the founder..., page 107
32.Please confirm the accuracy of the amounts in this risk factor, or revise for accuracy.
In your response, please specifically clarify for us how you derived the valuation of
$57,500,000, derived the implied value per share upon consummation of initial
business combination of $8.00, how a change from an implied value of $10.00 to an
implied value of $8.00 is a 20% increase, and how you derived the share price of
$1.01 per share as the lowest trading price for your sponsor to recoup its entire
investment.

Dilution , page 116
33.Please tell us the nature of the difference between the public offering price of $8.33
per share disclosed on pages 116-117 and the public offering price of $10.00 per share
disclosed elsewhere in the filing. Alternatively, please revise your filing for
consistency.
34.We note your table on the bottom of page 117 appears to assume proceeds held in
trust subject to redemption of $44,659,090. Please tell us how you derived the amount
of $44,659,090 for proceeds held in trust subject to redemption, or revise.
Capitalization , page 118
35.We note your disclosure on page F-9 for your Ordinary shares subject to possible
redemption; specifically, we note the Company has elected to recognize changes in
the redemption value immediately. As s