Correspondence 0001493152-24-026633 from DT Cloud Star Acquisition Corp (DTSQ, DTSQU) (CIK 0002017950) (DTSQ)
DT Cloud Star Acquisition Corp (DTSQ, DTSQU) (CIK 0002017950)
Date: July 9, 2024 · CIK: 0002017950 · Accession: 0001493152-24-026633
AI Filing Summary & Sentiment
File numbers found in text: 333-278982
Referenced dates: June 18, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: DT Cloud Star Acquisition Corporation (CIK No. 0002017950) Response to the Staff’s Comments on Amendment No. 1 to Registration Statement on Form S-1 Filed June 7, 2024 (File No. 333-278982)
Dear Mr. Demarest, Ms. Monick, Mr. Park and Ms. Lippmann,
On behalf of our client, DT Cloud Star Acquisition Corporation, a blank check company incorporated under the laws of the Cayman Islands (the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 18, 2024 on the Company’s first amendment to the registration statement on Form S-1 filed on June 7, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing the amendment No. 2 to the Registration Statement (the “Amendment No. 2”) and certain exhibits via EDGAR to the Commission. To facilitate your review, we have separately sent to you via email today a copy of the Amendment No. 2, marked to show changes to the Registration Statement, and will, upon your request, deliver paper copies of the same to you.
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No. 2 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 2.
Responses to the comments contained in the Staff’s letter dated June 18, 2024
Financial Statements, page F-1
1. Please update your filing to include interim financial statements as of a date no more than 134 days before the effective date of the registration statement.
In response to the Staff’s comment, the Company has included the interim financial statements as of and for the three months ended March 31, 2024 (page F-1 to F-14).
***
Page 2
If you have any questions regarding the Amendment No. 2, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very
truly yours,
/s/
Dan Ouyang
Show Raw Text
CORRESP
1
filename1.htm
Via
EDGAR
July
9, 2024
Mr.
William Demarest
Ms.
Jennifer Monick
Mr.
Kibum Park
Ms.
Brigitte Lippmann
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
DT
Cloud Star Acquisition Corporation (CIK No. 0002017950)
Response
to the Staff’s Comments on
Amendment
No. 1 to Registration Statement on Form S-1
Filed
June 7, 2024 (File No. 333-278982)
Dear
Mr. Demarest, Ms. Monick, Mr. Park and Ms. Lippmann,
On
behalf of our client, DT Cloud Star Acquisition Corporation, a blank check company incorporated under the laws of the Cayman Islands
(the “Company”), we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in
the Staff’s letter dated June 18, 2024 on the Company’s first amendment to the registration statement on Form S-1 filed on
June 7, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing
the amendment No. 2 to the Registration Statement (the “Amendment No. 2”) and certain exhibits via EDGAR to the Commission.
To facilitate your review, we have separately sent to you via email today a copy of the Amendment No. 2, marked to show changes to the
Registration Statement, and will, upon your request, deliver paper copies of the same to you.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amendment No. 2 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amendment No. 2.
Responses
to the comments contained in the Staff’s letter dated June 18, 2024
Financial
Statements, page F-1
1.
Please
update your filing to include interim financial statements as of a date no more than 134 days before the effective date of the registration
statement.
In
response to the Staff’s comment, the Company has included the interim financial statements as of and for the three months ended
March 31, 2024 (page F-1 to F-14).
***
Page 2
If
you have any questions regarding the Amendment No. 2, please contact Ms. Dan Ouyang 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:
Bian
Fan, Chairperson of the Board of Directors and Chief Executive Officer, DT Cloud Star Acquisition Corporation
K.
Ronnie Li, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation
Huan
Lou, Esq., Sichenzia Ross Ference Carmel LLP
David
B. Manno, Esq., Sichenzia Ross Ference Carmel LLP
William
Schmitt, UHY LLP