SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Tellem Nancy

(Last) (First) (Middle)
C/O UTA ACQUISITION CORPORATION
135 5TH AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2021
3. Issuer Name and Ticker or Trading Symbol
UTA Acquisition Corp [ UTAA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) (1) Class A ordinary shares 25,000 (1) D
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-260967) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
Remarks:
/s/ Clinton Foy, as Attorney-in-fact 12/01/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Reginald Fils-Aime, Jamie Sharp, Clinton Foy and Chris Jefferis
and UTA Acquisition Sponsor LLC, or any of them, each acting alone, his or her
true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned a Form 3, Form 4 or Form
5, or any amendment thereto, relating to the securities of UTA Acquisition
Corporation, in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;

      (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute such Form 3, Form 4
or Form 5, or any amendment thereto, and the timely filing of such form with the
United States Securities and Exchange Commission and any other authority; and

      (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in- fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
undersigned might or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that each of the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, I not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934. This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by UTA Acquisition Corporation unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 1st day of December 2021.


                                                 By:   /s/ Nancy Tellem
                                                       -------------------------
                                                 Name:Nancy Tellem