SEC Comment Letter 0000000000-24-001699 to DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
Date: Feb. 13, 2024 · CIK: 0001944212 · Accession: 0000000000-24-001699
AI Filing Summary & Sentiment
File numbers found in text: 333-267184
Letter
United States securities and exchange commission logo February 12, 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. 4 to Registration Statement on Form S-1 Filed January 23, 2024 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. Unless we note otherwise, any references to prior comments are to comments in our January 18, 2024 letter. Amendment No. 4 to Registration Statement on Form S-1 Risk Factors, page 29 1.We note your statement that the assets in your trust account will be securities, including U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act. Please disclose the risk that you could nevertheless be considered to be operating as an unregistered investment company. Disclose that if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless. Please also confirm that if your facts and
FirstName LastNameShaoke Li Comapany NameDT Cloud Acquisition Corp February 12, 2024 Page 2 FirstName LastName Shaoke Li DT Cloud Acquisition Corp February 12, 2024 Page 2 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. Management, page 105 2.Please disclose the specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Stout should serve as a director. Please refer to Item 401(e) of Regulation S-K. 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.
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United States securities and exchange commission logo
February 12, 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. 4 to Registration Statement on Form S-1
Filed January 23, 2024
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. Unless we note otherwise,
any references to prior comments are to comments in our January 18, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
Risk Factors, page 29
1.We note your statement that the assets in your trust account will be securities, including
U.S. Government securities or shares of money market funds registered under the
Investment Company Act and regulated pursuant to rule 2a-7 of that Act. Please disclose
the risk that you could nevertheless be considered to be operating as an unregistered
investment company. Disclose that if you are found to be operating as an unregistered
investment company, you may be required to change your operations, wind down your
operations, or register as an investment company under the Investment Company Act.
Also include disclosure with respect to the consequences to investors if you are required
to wind down your operations as a result of this status, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and
any warrants, which would expire worthless. Please also confirm that if your facts and
FirstName LastNameShaoke Li
Comapany NameDT Cloud Acquisition Corp
February 12, 2024 Page 2
FirstName LastName
Shaoke Li
DT Cloud Acquisition Corp
February 12, 2024
Page 2
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.
Management, page 105
2.Please disclose the specific experience, qualifications, attributes or skills that led to the
conclusion that Mr. Stout should serve as a director. Please refer to Item 401(e) of
Regulation S-K.
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.