Correspondence 0001493152-24-028683 from DT Cloud Star Acquisition Corp (DTSQ, DTSQU) (CIK 0002017950) (DTSQ)
DT Cloud Star Acquisition Corp (DTSQ, DTSQU) (CIK 0002017950)
Date: July 22, 2024 · CIK: 0002017950 · Accession: 0001493152-24-028683
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File numbers found in text: 333-278982
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CORRESP
1
filename1.htm
DT
Cloud Star Acquisition Corporation
July
22, 2024
Via
EDGAR
Mr.
William Demarest
Ms.
Jennifer Monick
Mr.
Kibum Park
Ms.
Brigitte Lippmann
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
D.C. 20549
Re:
DT
Cloud Star Acquisition Corporation (CIK No. 0002017950)
Registration
Statement on Form S-1 (Registration No. 333-278982)
Dear
Mr. Demarest, Ms. Monick, Mr. Park and Ms. Lippmann,
Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, DT Cloud Star Acquisition
Corporation (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement
on Form S-1, as amended (the “S-1 Registration Statement”), be accelerated to, and that the S-1 Registration Statement
become effective at, 4:30 p.m., Eastern Time on July 24, 2024 or as soon thereafter as practicable.
If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the S-1 Registration Statement in accordance with Rule
461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson
Sonsini Goodrich & Rosati, Professional Corporation.
The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined
in this request in a separate letter filed with the Commission today.
[Signature
page follows]
Very
truly yours,
DT
Cloud Star Acquisition Corporation
By:
/s/
Bian Fan
Name:
Bian
Fan
Title:
Chairperson
and Chief Executive Officer