Correspondence 0001493152-25-008628 from DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
Date: Feb. 28, 2025 · CIK: 0001944212 · Accession: 0001493152-25-008628
AI Filing Summary & Sentiment
File numbers found in text: 001-41967
Referenced dates: February 27, 2025
Letter
Unit 2901, 29F, Tower C
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People’s Republic of China
Phone: 86-10-6529-8300
Fax: 86-10-6529-8399
Website: www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
电话: 86-10-6529-8300
传真: 86-10-6529-8399
网站: www.wsgr.com
VIA EDGAR
February 28, 2025
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
F Street, N.E.
Washington, D.C. 20549
Re: DT Cloud Acquisition Corporation
Responses to the Staff’s Comments on
Preliminary Proxy Statement on Schedule 14A
Filed February 21, 2025
File No. 001-41967
Ladies and Gentlemen:
On behalf of DT Cloud Acquisition Corporation (the “Company”), we submit this letter in response to a comment letter (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission dated February 27, 2025 relating to the Company’s Preliminary Proxy Statement on Schedule 14A filed on February 21, 2025 (the “Preliminary Proxy Statement”). The Company hereby files its Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”) to update certain information in the Preliminary Proxy Statement that has changed in response to the Comment Letter.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Preliminary Proxy Statement on Schedule 14A filed February 21, 2025
Risk Factors, page 11
1. We note the disclosure in your Annual Report on Form 10-K filed March 28, 2024 that Mr. Ip Ping Ki is a Macau passport holder, and he is an 80% shareholder of your sponsor. We also note the related risk factor disclosure in the Form 10-K. Please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the rights, which would expire worthless.
RESPONSE: In response to the Staff’s comment, the Company has included a new risk factor on page 11 of the Amended Preliminary Proxy Statement.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
威尔逊·桑西尼·古奇·罗沙迪律师事务所
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
Page
If you have any further questions, please contact the undersigned by telephone at 86-10 6529-8308 or via e-mail at douyang@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
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filename1.htm
Unit
2901, 29F, Tower C
Beijing
Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing 100022
People’s
Republic of China
Phone:
86-10-6529-8300
Fax:
86-10-6529-8399
Website:
www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
100022
电话:
86-10-6529-8300
传真:
86-10-6529-8399
网站:
www.wsgr.com
VIA
EDGAR
February
28, 2025
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
DT Cloud Acquisition Corporation
Responses to the Staff’s Comments on
Preliminary Proxy Statement on Schedule 14A
Filed February 21, 2025
File No. 001-41967
Ladies
and Gentlemen:
On
behalf of DT Cloud Acquisition Corporation (the “Company”), we submit this letter in response to a comment letter
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission dated
February 27, 2025 relating to the Company’s Preliminary Proxy Statement on Schedule 14A filed on February 21, 2025 (the “Preliminary
Proxy Statement”). The Company hereby files its Amendment No. 1 to the Preliminary Proxy Statement (the “Amended
Preliminary Proxy Statement”) to update certain information in the Preliminary Proxy Statement that has changed
in response to the Comment Letter.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses.
Preliminary
Proxy Statement on Schedule 14A filed February 21, 2025
Risk
Factors, page 11
1. We
note the disclosure in your Annual Report on Form 10-K filed March 28, 2024 that Mr. Ip Ping
Ki is a Macau passport holder, and he is an 80% shareholder of your sponsor. We also note
the related risk factor disclosure in the Form 10-K. Please revise your filing to include
risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may
not be able to complete an initial business combination with a target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result,
the pool of potential targets with which you could complete an initial business combination
may be limited. Further, disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses of the investment opportunity in a target company, any price appreciation
in the combined company, and the rights, which would expire worthless.
RESPONSE:
In response to the Staff’s comment, the Company has included a new risk factor on page 11 of the Amended Preliminary Proxy
Statement.
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
威尔逊·桑西尼·古奇·罗沙迪律师事务所
austin
beijing boston BOULDER brussels
hong kong london los angeles new york
palo alto
SALT
LAKE CITY san diego san francisco seattle
shanghai washington, dc wilmington, de
Page
2
If
you have any further questions, please contact the undersigned by telephone at 86-10 6529-8308 or via e-mail at douyang@wsgr.com.
Very truly yours,
/s/ Dan Ouyang
Dan Ouyang
Enclosures
cc:
Shaoke
Li, Chief Executive Officer, DT Cloud Acquisition Corporation
K.
Ronnie Li, Partner, Wilson Sonsini Goodrich & Rosati, Professional Corporation