Correspondence 0001493152-24-006542 from DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
Date: Feb. 14, 2024 · CIK: 0001944212 · Accession: 0001493152-24-006542
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File numbers found in text: 333-267184
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CORRESP
1
filename1.htm
February
14, 2024
VIA
EDGAR
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
Registration
Statement on Form S-1
File
No. 333-267184
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of DT Cloud Acquisition Corporation., a Cayman Islands exempted company with limited liability (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-267184) (the “Registration
Statement”), relating to a public offering of shares of the Registrant’s common stock, par value $0.0001 per share, so
that the Registration Statement may be declared effective at 5:00 p.m. Eastern Time, on February 14, 2024, or as soon thereafter as practicable.
The undersigned, as the Underwriter, confirm that they are aware of their obligations under the Securities Act.
The
undersigned, as the Underwriter, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will
act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above proposed offering.
[Signature
Page Follows]
Very truly yours,
BROOKLINE CAPITAL MARKETS, A DIVISION OF ARCADIA SECURITIES, LLC
By:
/s/
Michael Fontaine
Name:
Michael
Fontaine
Title:
Managing
Partner
Address:
c/o Brookline Capital Markets, a division of Arcadia Securities, LLC
600 Lexington Avenue, Floor 30
New York, New York 10022
[Signature
Page to Acceleration Request Letter]