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May 23, 2024
Bian Fan
Chief Executive Officer
DT Cloud Star Acquisition Corporation
175 Pearl Street, Floors 1 through 3
Brooklyn, NY 11201
Re:DT Cloud Star Acquisition Corporation
Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-278982
Dear Bian Fan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover page
1.We note the disclosure on the cover page that you may pursue or consummate an initial
business combination with a company located or doing business in the PRC, in which
event you will be subject to risks in connection with the interpretation and the application
of the PRC laws and regulations. Please revise the cover page and throughout the
prospectus to also disclose that you currently face these legal and operational risks and
uncertainties, even without a business combination with a company located or doing
business in the PRC, because your sponsor and substantially all of your executive officers
and directors have ties to, and are based in, the PRC. Your disclosure should make clear
whether these risks could result in a material change in your operations, including your
search for a target business, and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless. Your disclosure should address how recent statements and regulatory actions

 FirstName LastNameBian Fan
 Comapany NameDT Cloud Star Acquisition Corporation
 May 23, 2024 Page 2
 FirstName LastName
Bian Fan
DT Cloud Star Acquisition Corporation
May 23, 2024
Page 2
by China’s government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. Revise throughout the prospectus,
including the summary of risk factors and the risk factors sections.
2.On the cover page, please provide a description of how cash is transferred through your
organization. State whether any transfers, dividends, or distributions have been made to
date between the company, its subsidiaries, or to investors, and quantify the amounts
where applicable.
Summary
Effecting a Business Combination, page 10
3.We note that public shareholders may convert their shares at a meeting
seeking shareholder approval of initial business combination, regardless of whether they
vote for or against the proposed business combination. Please clarify, here and on page 22,
whether they will have this opportunity if they abstain from voting.
Risks associated with our business, page 26
4.We note your disclosure that you may extend the time to complete a business combination
by "up to 12 months." However, you state on page 33 that you may extend the time to
complete a business combination by "up to nine months." Please reconcile.
Risk Factors, page 32
5.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code;
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates; and
•de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.

 FirstName LastNameBian Fan
 Comapany NameDT Cloud Star Acquisition Corporation
 May 23, 2024 Page 3
 FirstName LastName
Bian Fan
DT Cloud Star Acquisition Corporation
May 23, 2024
Page 3
If we were deemed to be an investment company under the Investment Company Act, we may . .
., page 47
6.Where you disclose the risk that you may be considered to be operating as an unregistered
investment company, please confirm that if your facts and circumstances change over
time, you will update your disclosure to reflect how those changes impact the risk that you
may be considered to be operating as an unregistered investment company.
Proposed Business, page 95
7.Please revise to disclose in the introduction to your Business section that the location of
the sponsor and having a majority of your executive officers and/or directors have
significant ties to China may make you a less attractive partner to a non China-based
target company, which may therefore limit the pool of acquisition candidates.
Management
Conflicts of Interest, page 118
8.For each of the SPACs listed in this section, please disclose the status of its business
combination plan. Please disclose any affiliation between DT Cloud Acquisition
Corporation and DT Cloud Star Acquisition Corporation and whether any potential
business combination opportunities will first be presented to DT Cloud Acquisition
Corporation.
General
9.We note your disclosure that you may be subject to registration with the CSRC following
this offering pursuant to the Trial Measures. Thus, it appears that you may be requesting
effectiveness of your Form S-1 registration statement before completing the CSRC
process. Please confirm in writing that you will notify us promptly of any changes to your
disclosure regarding or requested by the CSRC.
            We remind you 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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with any other
questions.

 FirstName LastNameBian Fan
 Comapany NameDT Cloud Star Acquisition Corporation
 May 23, 2024 Page 4
 FirstName LastName
Bian Fan
DT Cloud Star Acquisition Corporation
May 23, 2024
Page 4
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Dan Ouyang, Esq.