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Correspondence 0001493152-24-006709 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: 0001493152-24-006709

AI Filing Summary & Sentiment

File numbers found in text: 333-267184

Date
Feb. 14, 2024
Author
Not clearly detected
Form
CORRESP
Company
DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)

Letter

Re: DT Cloud Acquisition Corporation

February 14, 2024

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

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.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, the undersigned expect to distribute approximately 450 copies of the preliminary prospectus dated February 13, 2024 to prospective underwriters and dealers, institutional investors, retail investors and others.

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

Show Raw Text
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.

 Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, the undersigned expect to distribute
approximately 450 copies of the preliminary prospectus dated February 13, 2024 to prospective underwriters and dealers, institutional
investors, retail investors and others.

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]