Exhibit
4.6


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [ ], 2022 between DT Cloud Acquisition Corporation, a Cayman Islands business
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as
rights agent (the “Rights Agent”).


 


WHEREAS,
the Company has received a firm commitment from Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Representative”),
as the representative of the underwriters, to purchase up to an aggregate of 6,900,000 units, each unit (“Unit”) comprised
of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), one redeemable warrant entitling the holder
thereof to purchase one Ordinary Share, and one right to receive one-twentieth (1/20) of one Ordinary Share (a “Public Right”)
upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of
6,900,000 Public Rights upon consummation of such public offering, 900,000 of which are attributable to the over-allotment option (the
“Public Offering”);


 


WHEREAS,
simultaneously with the consummation of the Public Offering, the Company will issue and deliver up to an aggregate of 187,400 rights
(up to a maximum of 200,000 rights if the over-allotment option is exercised in full rights (the “Private Rights”) underlying
private units to be sold in a private placement that will close simultaneously with the closing of the Public Offering;


 


WHEREAS,
the Company may issue additional Rights, which will be identical to the Private Rights, in consideration of certain working capital loans
that may be made by the Company’s sponsor, officers, directors or their affiliates (together with the Public Rights and the Private
Rights, , and along with such other rights as the Company issues from time to time hereunder, the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-[ ] (the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Rights and the Ordinary Shares issuable to the holders of the Rights;


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed that are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and
the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.
Rights.


 


2.1.
Form of Right. Each Right shall be issued in registered or book entry form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the electronic signature of, the Chairman
of the Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear the Company’s
seal, if any. In the event the person whose electronic signature has been placed upon any Right shall have ceased to serve in the capacity
in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 




    	 



     


    

 


2.2.
Effect of Countersignature. Except with respect to uncertificated Rights as described above, unless and until countersigned by
the Rights Agent pursuant to this Agreement, a registered Right shall be invalid and of no effect and may not be exchanged for Ordinary
Shares.


 


2.3.
Registration.


 


2.3.1.
Right Register. The Rights Agent shall maintain books (the “Right Register”) for the registration of original issuance
and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the
Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Rights Agent by the Company.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem
and treat the person or entity in whose name such Right shall be registered upon the Right Register (the “registered holder”)
as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing
on the Right certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for
all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.
Detachability of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until
the fifty-second (52nd) day after the date hereof unless the Representative informs the Company and the Rights Agent of its
decision to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until
(i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the
gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option,
if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release announcing when such separate
trading shall begin.


 


3.
Terms and Exchange of Rights.


 


3.1.
Rights. Each Right shall entitle the holder thereof to receive one-twentieth (1/20) of one Ordinary Share upon the happening of
the Exchange Event (as defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or
its Ordinary Shares upon the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for
the Units. No fractional Rights will be issued upon separation of the Units and only whole Rights will trade. As a result, such Registered
Holder must hold Units in multiples of twenty (subject to adjustment) in order to receive whole Rights. In no event will the Company
be required to net cash settle the Rights or issue fractional Ordinary Shares. The provisions of this Section 3.1 may not be modified,
amended or deleted without the prior written consent of the Representative.


 


3.2.
Exchange Event. The “Exchange Event” shall be the Company’s consummation of an initial Business Combination
(as defined in the Company’s Amended and Restated Certificate of Incorporation).


 


3.3.
Exchange of Rights.


 


3.3.1.
Issuance of Ordinary Shares. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders
of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination,
the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Rights Agent shall
issue to the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in
such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement
to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares
upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the Rights Agent to round down to the nearest whole
Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law.


 




    	 



     


    

 


3.3.2.
Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


3.3.3.
Date of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date
of delivery of such certificate or book-entry position.


 


3.3.4.
Company Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as the surviving company,
the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of Ordinary
Shares will receive in connection with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1
above, and each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one-twentieth
(1/20) of one share underlying each Right (without paying any additional consideration) upon consummation of the Exchange Event.


 


3.4.
Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4.
Transfer and Exchange of Rights.


 


4.1.
Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right
Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the
old Right shall be cancelled by the Rights Agent.


 


4.2.
Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange
or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder
of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered
for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not
cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating no restrictive legend is required.


 


4.3.
Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a Right certificate for a fraction of a Right.


 


4.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5.
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 


4.6.
Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result
of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share
split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with
respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.


 




    	 



     


    

 


5.
Other Provisions Relating to Rights of Holders of Rights.


 


5.1.
No Rights as Shareholder. Until the exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the
registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.


 


5.2.
Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


5.3.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6.
Concerning the Rights Agent and Other Matters.


 


6.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be
obligated to pay any transfer taxes in respect of the Rights or such shares.


 


6.2.
Resignation, Consolidation, or Merger of Rights Agent.


 


6.2.1.
Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall,
with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme
Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost.
Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the
laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but
if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent
hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights,
immunities, duties, and obligations.


 


6.2.2.
Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof
to the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


6.2.3.
Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights
Agent under this Agreement without any further act.


 




    	 



     


    

 


6.3.
Fees and Expenses of Rights Agent.


 


6.3.1.
Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder
and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its
duties hereunder.


 


6.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the
carrying out or performing of the provisions of this Agreement.


 


6.4.
Liability of Rights Agent.


 


6.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The
Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2.
Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject
to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except
as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3.
Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as
to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


6.5.
Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth.


 


6.6.
Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7.
Miscellaneous Provisions.


 


7.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


7.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder
of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Rights Agent), as follows:


 


DT
Cloud Acquisition Corporation


30
Orange Street


London


United
Kingdom, WC2H 7HF


Attn:
Ms. Olivia Wenxi He, Chief Executive Officer


E-mail:
ohe@dtcloudspac.com


 




    	 



     


    

 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights
Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Compliance Department


 


and


 


Loeb&
Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick, Esq.


E-mail:
lvenick@loeb.com


 


and


 


Brookline
Capital Markets, a division of Arcadia Securities, LLC


280
Park Avenue, Suite 43W


New
York, NY 10017


Attn:
Michael Fontaine


Email:
Michael.Fontaine@brooklinecapmkts.com


 


and


 


DLA
Piper, LLP


555
Mission Street, Suite 2400


San
Francisco, California 94105


Attn:
Jeffrey C. Selman


E-mail:
jeffrey.selman@us.dlapiper.com


 


and


 


Ogier


11th
Floor, Central Tower


28
Queen’s Road Central


Central,
Hong Kong


Attn:
Nathan Powell


E-mail:
nathan.powell@ogier.com


 




    	 



     


    

 


7.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree that any action, proceeding
or claim against either of them arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as
amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum or
any compliant asserting a cause of action arising under the Securities Act against the Company or any of the Company’s directors,
officers, other employees or agents.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented
to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any Rights holder, such Rights holder shall be deemed to have consented to:
(x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court
for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights
holder’s counsel in the foreign action as agent for such Rights holder.


 


7.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
(and the Representative with respect to Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders
of the Rights.


 


7.5.
Examination of Rights Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights
Agent in the County of New York, State of New York, for inspection by the registered holder of any Right. The Rights Agent may require
any such holder to submit his, her or its Right for inspection by it.


 


7.6.
Counterparts. This Agreement may be executed in any number of original or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


7.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the registered holders in any material respect. All other modifications or
amendments shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions
of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.9.
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	DT
    Cloud Acquisition Corporation
	 	 	 
	 	By:	 
	 	Name:	Olivia
    Wenxi He
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature
Page to Rights Agreement


 




    	 



     


    

 


EXHIBIT
A


 


Form
of Rights Certificate