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                               October 28, 2022

       Olivia He
       Chief Executive Officer
       DT Cloud Acquisition Corp
       30 Orange Street
       London, United Kingdom WC2H 7HF

                                                        Re: DT Cloud
Acquisition Corp
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 6,
2022
                                                            File No. 333-267184

       Dear Olivia He:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 27, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your response
to comment 1 of our letter indicating that you sponsor is controlled
                                                        by a Chinese national.
We further note that you may intend to invest in an entity in Asia.
                                                        Please disclose this
prominently on the prospectus cover page. Also provide prominent
                                                        disclosure about the
legal and operational risks associated with being based in or acquiring
                                                        a company that does
business in China. Your disclosure should make clear whether these
                                                        risks could result in a
material change in your or the target company   s post-combination
                                                        operations and/or the
value of your shares 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
 Olivia He
FirstName LastNameOlivia
DT Cloud Acquisition Corp He
Comapany
October 28,NameDT
            2022   Cloud Acquisition Corp
October
Page 2 28, 2022 Page 2
FirstName LastName
         recent statements and regulatory actions by China   s government, such
as those related to
         data security or anti-monopoly concerns, has or may impact the company
  s ability to
         conduct its business, accept foreign investments, or list on an U.S.
or other foreign
         exchange. Please disclose whether your auditor is subject to the
determinations
         announced by the PCAOB on December 16, 2021 and whether and how the
Holding
         Foreign Companies Accountable Act and related regulations will affect
your company or
         possibly your target company. Your prospectus summary should address,
but not
         necessarily be limited to, the risks highlighted on the prospectus
cover page.
2.       Given the risks of doing business in the PRC, please revise the cover
page to disclose that
         your sponsor being controlled by a Chinese national may make you a
less attractive
         partner to a non China based target company than a non-China or
non-Hong Kong based
         SPAC. Please disclosure that this may therefore limit the pool of
acquisition candidates
         and make it more likely for you to consummate a business combination
in the PRC.
         Please also state that your ties to China or Hong Kong may make it
harder for you to
         complete an initial business combination with a non China based target
company.
         Specifically discuss the impact this could have upon your search for
an initial business
         combination. Further, please revise your prospectus summary and the
bullet point risk
         factors to address these points.
Prospectus Summary, page 1

3.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you are registering for sale. Acknowledge any risks that
any actions by the
         Chinese government to exert more oversight and control over offerings
that are conducted
         overseas and/or foreign investment in China-based issuers 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.
4.        Disclose each permission or approval that you are required to obtain
from Chinese
         authorities to operate and to offer the securities being registered to
foreign investors. State
         whether you are covered by permissions requirements from the China
Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency that is required to approve operations, and
state affirmatively
         whether you have received all requisite permissions or approvals and
whether any
 Olivia He
FirstName LastNameOlivia
DT Cloud Acquisition Corp He
Comapany
October 28,NameDT
            2022   Cloud Acquisition Corp
October
Page 3 28, 2022 Page 3
FirstName LastName
         permissions or approvals have been denied. Please also describe the
consequences to you
         and your investors if you: (i) do not receive or maintain such
permissions or approvals,
         (ii)inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
5.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate the auditor of a company you may target for an initial
business combination,
         and that as a result an exchange may determine to delist your
securities. As
         appropriate, please disclose that on August 26, 2022, the PCAOB signed
a Statement of
         Protocol with the China Securities Regulatory Commission and the
Ministry of Finance of
         the PRC to allow the PCAOB to inspect and investigate completely
registered public
         accounting firms headquartered in China and Hong Kong, consistent with
the HFCAA,
         and that the PCAOB will be required to reassess its determinations by
the end of
         2022. Please add risk factor disclosure and also disclose that the
United States Senate has
         passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted,
         would decrease the number of    non-inspection years    from three
years to two years, and
         thus, would reduce the time before your securities may be prohibited
from trading or
         delisted.
Risk Factors, page 25

6.       Please revise to provide risk factor disclosure about the Holding
Foreign Companies
         Accountable Act. Please also address and disclose that the United
States Senate has
         passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted,
         would decrease the number of    non-inspection years    from three
years to two years, and
         thus, would reduce the time before your securities may be prohibited
from trading or
         delisted. Also address that the Commission adopted rules to implement
the HFCAA and
         that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission
         of its determination that it is unable to inspect or investigate
completely accounting firms
         headquartered in mainland China or Hong Kong. Finally, address and
disclose that on
         August 26, 2022, the PCAOB signed a Statement of Protocol with the
China Securities
         Regulatory Commission and the Ministry of Finance of the PRC to allow
the PCAOB to
         inspect and investigate completely registered public accounting firms
headquartered in
         China and Hong Kong, consistent with the HFCAA, and that the PCAOB
will be required
         to reassess its determinations by the end of 2022.
7.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you are
registering. Also,
         given recent statements by the Chinese government indicating an intent
to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
 Olivia He
DT Cloud Acquisition Corp
October 28, 2022
Page 4
       in China-based issuers, acknowledge the risk that any such action 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.
8.     In light of recent events indicating greater oversight by the Cyberspace
Administration of
       China (CAC) over data security, particularly for companies seeking to
list on a foreign
       exchange, please revise your disclosure to explain how this oversight
impacts your
       business and your offering and to what extent you believe that you are
compliant with the
       regulations or policies that have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 54

9.     We note your response to comment 3. Please revise to also address your
controlling
       shareholder Mr. Xin Jin in your responses in this section and the
corresponding risk factor
       section.
General

10.    Please address specifically any PRC regulations concerning mergers and
acquisitions by
       foreign investors that your initial business combination transaction may
be subject to,
       including PRC regulatory reviews, which may impact your ability to
complete a business
       combination in the prescribed time period. Also address any impact PRC
law or regulation
       may have on the cash flows associated with the business combination,
including
       shareholder redemption rights.
       You may contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other
questions.



                                                            Sincerely,
FirstName LastNameOlivia He
                                                            Division of
Corporation Finance
Comapany NameDT Cloud Acquisition Corp
                                                            Office of Real
Estate & Construction
October 28, 2022 Page 4
cc:       Lawrence Venick, Esq.
FirstName LastName