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January 18, 2024
Shaoke Li
Chief Executive Officer
DT Cloud Acquisition Corp
30 Orange Street
London, United Kingdom WC2H 7HF
Re:DT Cloud Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-1
Filed December 19, 2023
File No. 333-267184
Dear Shaoke Li:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note, on page 3 and elsewhere, that your have revised your disclosure to remove the
prohibition on undertaking a business combination with an entity with a VIE structure.
However, we note that your disclosure on page 26 still indicates that you are prohibited
from doing such. Further, we note that your filing fee table still includes warrants and that
other disclosure still references warrants, but you have made other changes which
indicate you do not appear to be offering warrants any longer. Please revise your
disclosure to ensure consistency throughout your registration statement.

Prospectus Summary, page 1
2.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings.  Please disclose how,

 FirstName LastNameShaoke Li
 Comapany NameDT Cloud Acquisition Corp
 January 18, 2024 Page 2
 FirstName LastName
Shaoke Li
DT Cloud Acquisition Corp
January 18, 2024
Page 2
if at all, the Trial Measures apply to this transaction, whether you and relevant parties to
this transaction have complied with your obligations under the Trial Measures, and the
risks to investors of non-compliance.
Recent PCAOB Developments, page 7
3.We note your reference to MOF on page 8. Please revise to define your abbreviations
where the terms are first used.
We may not be able to complete an initial business combination with a U. S. target company...,
page 31
4.We note that you have deleted your references to Infinity Star Holdings Limited and Mr.
Xin Jin and their holdings in your sponsor Cloud Capital Corp. Please revise to add back
the deleted disclosures.
Executive Officer and Director Compensation, page 106
5.We note your statement that “none of our officers and directors has received any cash
compensation for services rendered to us.” Please revise to clarify that your disclosure
addresses all compensation awarded to, earned by, or paid to your officers and directors
for the last completed fiscal year.
Principal Shareholders, page 112
6.We note that you have deleted your references to Infinity Star Holdings Limited’s and Mr.
Xin Jin’s holdings in your sponsor Cloud Capital Corp. Please revise to add back the
deleted disclosures.
Exhibits and Financial Statement Schedules, page II-2
7.We note you appear to have removed the warrants from the offering and changed the
terms of the rights offering. Please file a revised fee table, as Exhibit 107, as required.
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lawrence Venick, Esq.