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                              July 13, 2023

       Chris Jefferis
       Chief Financial Officer
       UTA Acquisition Corp.
       135 Fifth Avenue
       7th Floor
       New York, NY 10010

                                                        Re: UTA Acquisition
Corp.
                                                            Form 10-K for the
fiscal year ended December 31, 2022
                                                            Filed March 31,
2023
                                                            File No. 001-41114

       Dear Chris Jefferis:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

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

       General, page 1

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
                                                        filings to include
disclosure that addresses how this fact could impact your ability to
                                                        complete your initial
business combination. For instance, discuss the risk to investors that
                                                        you may not be able to
complete an initial business combination with a U.S. target
                                                        company should the
transaction be subject to review by a U.S. government entity, such as
                                                        the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
                                                        prohibited. Disclose
that as a result, the pool of potential targets with which you could
                                                        complete an initial
business combination may be limited. Further, disclose that the time
                                                        necessary for
government review of the transaction or a decision to prohibit the
                                                        transaction could
prevent you from completing an initial business combination and require
 Chris Jefferis
UTA Acquisition Corp.
July 13, 2023
Page 2
         you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless. Please
include an example of
         your intended disclosure in your response.
Financial Statements
Note 7- Shareholders' Equity, page 80

2.       We note that you account for the public and private warrants as
equity. Please provide us
         with your analysis under ASC 815-40 to support your accounting
treatment for the
         warrants. As part of your analysis, please address whether there are
any terms or
         provisions in the warrant agreement that provide for potential changes
to the settlement
         amounts that are dependent upon the characteristics of the holder of
the warrant, and if so,
         how you analyzed those provisions in accordance with the guidance in
ASC 815-40.
        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.

       You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202)
551-3388 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameChris Jefferis                               Sincerely,
Comapany NameUTA Acquisition Corp.
                                                               Division of
Corporation Finance
July 13, 2023 Page 2                                           Office of Energy
& Transportation
FirstName LastName