SecProbe.io

CORRESP
1
filename1.htm

DT
Cloud Acquisition Corporation

30 Orange Street

London

United
Kingdom, WC2H 7HF

February
14, 2024

VIA
EDGAR & TELECOPY

Division
of Corporation Finance

Office
of Real Estate & Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    DT
    Cloud Acquisition Corporation (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-267184) (the “Registration Statement”)

Dear
SEC Officers:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on February 14, 2024, or as soon
thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel,
Loeb & Loeb LLP.

[Signature
page follows]

    Very
    truly yours,

    DT
    Cloud Acquisition Corporation

    By:
    /s/
    Shaoke Li

    Name:
    Shaoke
    Li

    Title:
    Chief
    Executive Officer