Correspondence 0001493152-24-028690 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: 0001493152-24-028690
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File numbers found in text: 333-278982
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CORRESP
1
filename1.htm
July
22, 2024
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
DT Cloud Star Acquisition Corporation
Registration
Statement on Form S-1 filed on April 29, 2024 and amended on June 7, 2024 and July 9, 2024 (File No. 333-278982) (the “Registration
Statement”)
Ladies
and Gentlemen:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative
of the several underwriters, hereby joins DT Cloud Star Acquisition Corporation (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement to become effective on July 24, 2024, at 4:30 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich
& Rosati, Professional Corporation, request by telephone that such Registration Statement be declared effective.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
several underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.
Very
truly yours,
A.G.P./ALLIANCE
GLOBAL PARTNERS
By:
/s/
Thomas J. Higgins
Name:
Thomas
J. Higgins
Title:
Managing
Director