Correspondence 0001641172-25-015170 from DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
DT Cloud Acquisition Corp (DYCQ, DYCQR, DYCQU) (CIK 0001944212)
Date: June 16, 2025 · CIK: 0001944212 · Accession: 0001641172-25-015170
AI Filing Summary & Sentiment
File numbers found in text: 001-41967
Letter
VIA EDGAR Division of Corporation Finance Office of Life Sciences Washington, DC 20549 DT Cloud Acquisition Corporation Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-41967
Dear Ms. Baynes and Ms. Connell:
DT Cloud Acquisition Corporation (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated May 15, 2025, regarding its annual report on Form 10-K filed on March 27, 2025 (the “Annual Report”). For ease of reference, we have repeated the Commission’s comment in this response letter. Disclosure changes made in response to the Staff’s comment will be incorporated in the amendment No.1 to Form 10-K to be filed with the Commission (the “Form 10-K/A”).
Form 10-K for the Fiscal Year Ended December 31, 2024
Exhibits
1. We note that both your Sections 302 and 906 officer certifications contain several errors, including reference to a company other than the Company and signatures of individuals whom are not the Company’s officers. Further, the Section 302 certifications provided as Exhibits 31.1 and 31.2 omit the required language in paragraph 4(b) and in the introductory part of paragraph 4 referring to your internal controls over financial reporting. Please filed an amended Form 10-K in its entirety and include corrected certifications that conform exactly to the language set forth in Item 601(b)(31) of Regulation S-K.
Response: In response to the Staff’s comment, the Company has revised the relevant exhibits.
* * *
The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
We thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Guojian Chen at guojian.chen@infinity-star.com.
Very
truly yours,
/s/
Guojian Chen
Show Raw Text
CORRESP
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filename1.htm
DT
Cloud Acquisition Corporation
June
16, 2025
VIA
EDGAR
Ms.
Bonnie Baynes
Ms. Angela Connell
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
Washington,
DC 20549
DT
Cloud Acquisition Corporation
Form
10-K for the Fiscal Year Ended December 31, 2024
File
No. 001-41967
Dear
Ms. Baynes and Ms. Connell:
DT
Cloud Acquisition Corporation (the “Company”, “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated May 15, 2025, regarding its annual report on Form 10-K filed on March 27, 2025
(the “Annual Report”). For ease of reference, we have repeated the Commission’s comment in this response letter.
Disclosure changes made in response to the Staff’s comment will be incorporated in the amendment No.1 to Form 10-K to be filed
with the Commission (the “Form 10-K/A”).
Form
10-K for the Fiscal Year Ended December 31, 2024
Exhibits
1. We
note that both your Sections 302 and 906 officer certifications contain several errors, including
reference to a company other than the Company and signatures of individuals whom are not
the Company’s officers. Further, the Section 302 certifications provided as Exhibits
31.1 and 31.2 omit the required language in paragraph 4(b) and in the introductory part of
paragraph 4 referring to your internal controls over financial reporting. Please filed an
amended Form 10-K in its entirety and include corrected certifications that conform exactly
to the language set forth in Item 601(b)(31) of Regulation S-K.
Response:
In response to the Staff’s comment, the Company has revised the relevant exhibits.
*
* *
The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.
We
thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to
Mr. Guojian Chen at guojian.chen@infinity-star.com.
Very
truly yours,
/s/
Guojian Chen
Guojian
Chen
Chief
Executive Officer, Chief Financial Officer and Director
2