SecProbe.io

CORRESP
1
filename1.htm

November
9, 2022

Re:
DT Cloud Acquisition Corporation

Amendment
No. 1 to Registration Statement on Form S-1

Filed
October 6, 2022

File
No. 333-267184

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Dear
SEC Officers:

On
behalf of DT Cloud Acquisition Corporation (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated October
28, 2022 with respect to Amendment No. 1 to the Registration Statement on Form S-1 (“S-1”), filed on October 6, 2022, by
the Company. For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s
responses. Please note that all references to page numbers in the responses are references to the page numbers in the revised Form S-1
(the “Revised S-1”), filed concurrently with the submission of this letter.

Amendment
No. 1 to Registration Statement on Form S-1 filed October 6, 2022

Cover
Page

1.
We note your response to comment 1 of our letter indicating that you sponsor is controlled by a Chinese national. We further note that
you may intend to invest in an entity in Asia. Please disclose this prominently on the prospectus cover page. Also provide prominent
disclosure about the legal and operational risks associated with being based in or acquiring a company that does business in China. Your
disclosure should make clear whether these risks could result in a material change in your or the target company’s post-combination
operations and/or the value of your shares or could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns,
has or may impact the company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether
and how the Holding Foreign Companies Accountable Act and related regulations will affect your company or possibly your target company.
Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response:
The Company has added the relevant disclosures on the prospectus cover page of the Revised S-1.

2.
Given the risks of doing business in the PRC, please revise the cover page to disclose that your sponsor being controlled by a Chinese
national may make you a less attractive partner to a non China based target company than a non-China or non-Hong Kong based SPAC. Please
disclosure that this may therefore limit the pool of acquisition candidates and make it more likely for you to consummate a business
combination in the PRC. Please also state that your ties to China or Hong Kong may make it harder for you to complete an initial business
combination with a non China based target company. Specifically discuss the impact this could have upon your search for an initial business
combination. Further, please revise your prospectus summary and the bullet point risk factors to address these points.

Response:
The Company has added the relevant disclosures on the prospectus cover page, as well as the prospectus summary and bullet point risk
factors in the Revised S-1.

Prospectus
Summary, page 1

3.
In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response:
The Company has added the relevant disclosures on pages 28 and 29 of the Revised S-1.

4.
Disclose each permission or approval that you are required to obtain from Chinese authorities to operate and to offer the securities
being registered to foreign investors. State whether you are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve operations,
and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have
been denied. Please also describe the consequences to you and your investors if you: (i) do not receive or maintain such permissions
or approvals, (ii)inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations,
or interpretations change and you are required to obtain such permissions or approvals in the future.

Response:
The Company has added the relevant disclosures on pages 6 and 7 of the Revised S-1.

5.
Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or fully investigate the auditor of a company you may target for an initial business combination, and that as
a result an exchange may determine to delist your securities. As appropriate, please disclose that on August 26, 2022, the PCAOB signed
a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate completely registered public accounting firms headquartered in China and Hong Kong, consistent with the HFCAA,
and that the PCAOB will be required to reassess its determinations by the end of 2022. Please add risk factor disclosure and also disclose
that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease
the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities
may be prohibited from trading or delisted.

Response:
The Company has added the relevant disclosures on pages 7 to 9, and 62 to 64 of the Revised S-1 under the captions of “Recent PCAOB
Developments” and “U.S. laws and regulations, including the HFCAA and AHFCAA, may restrict or eliminate our ability to
complete a business combination with certain companies, particularly thoseacquisition candidates with substantial operations in China
or Hong Kong.”

Risk
Factors, page 25

6.
Please revise to provide risk factor disclosure about the Holding Foreign Companies Accountable Act. Please also address and disclose
that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease
the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities
may be prohibited from trading or delisted. Also address that the Commission adopted rules to implement the HFCAA and that, pursuant
to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong. Finally, address and disclose that on August 26, 2022, the
PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC to allow
the PCAOB to inspect and investigate completely registered public accounting firms headquartered in China and Hong Kong, consistent with
the HFCAA, and that the PCAOB will be required to reassess its determinations by the end of 2022.

Response:
The Company has added the relevant disclosures on pages 60 to 62 of the Revised S-1 under the caption of “Trading in our securities
may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or fully investigate our auditor. In that case, Nasdaq
would delist our securities. The delisting of our securities, or the threat of their being delisted, may materially and adversely affect
the value of your investment. Additionally, the inability of the PCAOB to conduct inspections may deprive our investors of the benefits
of such inspections.”

7.
Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to 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 operations and/or the value of the securities you are registering. Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to
offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response:
The Company has added the relevant disclosures on page 59 of the Revised S-1 under the caption of “Given the PRC government’s
potential oversight and discretion over the conduct of our directors’ and officers’ search for a target company, the PRC
government may intervene or influence our operations at any time, which could result in a material change in our search for a target
business and/or the value of the securities we are registering. Changes in the policies, regulations, rules, and the enforcement of laws
of the PRC may be adopted quickly with little advance notice and could have a significant impact upon our ability to operate.”

8.
In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly
for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business
and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the
CAC to date.

Response:
The Company has added the relevant disclosures on pages 59 and 60 of the Revised S-1 under the caption of “The PRC government has
indicated its intent to intervene in or influence a PRC company’s business operations at any time or to exert more oversight and
control over offerings conducted overseas and foreign investment in PRC-based issuers. This could result in a material change in a PRC
company’s business operations post-business combination and/or the value of its securities. Additionally, governmental and
regulatory interference could significantly limit or completely hinder a target company’s ability to offer or continue to offer
securities to investors post-business combination and cause the value of such securities to significantly decline or be worthless.”

Enforceability
of Civil Liabilities, page 54

9.
We note your response to comment 3. Please revise to also address your controlling shareholder Mr. Xin Jin in your responses in this
section and the corresponding risk factor section.

Response:
The Company has added the relevant disclosures on pages 57 and 78 of the Revised S-1.

General

10.
Please address specifically any PRC regulations concerning mergers and acquisitions by foreign investors that your initial business combination
transaction may be subject to, including PRC regulatory reviews, which may impact your ability to complete a business combination in
the prescribed time period. Also address any impact PRC law or regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.

Response:
The Company has added the relevant disclosures on pages 67 to 75 of the Revised S-1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick