Big Tree Cloud Holdings Ltd. Declares Shell Company Status

TL;DR

Big Tree Cloud is now a shell company as of June 6, 2024. Big changes ahead.

AI Summary

Big Tree Cloud Holdings Ltd. filed a 20-F annual report on June 12, 2024, indicating it is a shell company as of June 6, 2024. The company, incorporated in the Cayman Islands, operates in the paper and paperboard products sector. Its principal executive offices are located in Shenzhen, China.

Why It Matters

This filing signifies a significant change in Big Tree Cloud Holdings' corporate structure, potentially impacting its operations, regulatory status, and future business activities.

Risk Assessment

Risk Level: high — The designation as a shell company often implies a lack of substantial business operations, which can introduce significant uncertainty and risk for investors.

Key Numbers

• 001-42114 — SEC File Number (Identifies the company's filing history with the SEC.)
• 0001999297 — Central Index Key (Unique identifier for the company in the SEC's EDGAR system.)

Key Players & Entities

• Big Tree Cloud Holdings Ltd (company) — Registrant
• June 6, 2024 (date) — Date of event requiring shell company report
• June 12, 2024 (date) — Filing date
• Cayman Islands (jurisdiction) — Jurisdiction of incorporation
• Shenzhen (location) — Business address city

FAQ

Key Financial Figures

• $0.0001 — gistered Ordinary shares, par value US$0.0001 DSY The Nasdaq Stock Market LLC W
• $4.2 million — al revenue increased significantly to US$4.2 million compared to our revenue for the same pe
• $6.3 million — al revenue increased significantly to US$6.3 million compared to our revenue for the same pe
• $0.2 million — products increased significantly from US$0.2 million for the six months ended December 31, 2
• $2.3 million — six months ended December 31, 2022 to US$2.3 million for the six months ended December 31, 2
• $1.4 m — ting expenses were US$2.3 million and US$1.4 million, respectively. We operate our own

Filing Documents

• ea0207679-20f_bigtree.htm (20-F) — 719KB
• ea020767901ex2-6_bigtree.htm (EX-2.6) — 26KB
• ea020767901ex8-1_bigtree.htm (EX-8.1) — 3KB
• ea020767901ex15-1_bigtree.htm (EX-15.1) — 162KB
• ea020767901ex15-2_bigtree.htm (EX-15.2) — 2KB
• ea020767901ex15-3_bigtree.htm (EX-15.3) — 3KB
• ea020767901ex15-4_bigtree.htm (EX-15.4) — 4KB
• ea020767901ex15-5_bigtree.htm (EX-15.5) — 2KB
• ex15-4_001.jpg (GRAPHIC) — 2KB
• ex15-4_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-052153.txt ( ) — 929KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 2

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 2

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 2

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 17

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 17

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 20

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 20

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 21

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 23

DESCRIPTION OF SECURITIES OTHER THAN EQUITY

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 23 PART II 25

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 25

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 25

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 25

[RESERVED]

ITEM 16. [RESERVED] 25

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 25

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 25

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 25

EXEMPTIONS FROM THE LISTING STANDARDS FOR

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 25

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 25

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 25

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 26

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 26

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 26 PART III 27

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 27

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 27

EXHIBITS

ITEM 19. EXHIBITS 27 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) is being filed by Big Tree Cloud Holdings Limited, an exempted company incorporated in Cayman Islands. Unless otherwise indicated, “we,” “us,” “our,” “Big Tree Cloud” and “PubCo,” and similar terminology refer to Big Tree Cloud Holdings Limited and its subsidiaries subsequent to the Business Combination (defined below). References to “Big Tree Cloud” and “HoldCo” refer to Big Tree Cloud International Group Limited prior to the consummation of the Business Combination. This Report contains or may contain forward-looking of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of PubCo’s registration statement on Form F-4 (File No. 333-277882) initially fi

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management The directors and executive officers upon consummation of the Business Combination are set forth in the Form F-4 in the section entitled “PubCo’s Directors and Executive Officers after the Business Combination” and is incorporated herein by reference. The address of our directors and executive officers is Room 3303, Building 1, Zhongliang Yunjing Plaza, Heshuikou Community, Matian Street, Guangming District, Shenzhen 518083, PRC. B. Advisors Not applicable. C. Auditors Friedman LLP (“Friedman”), One Liberty Plaza, 165 Broadway, 21 st Floor, New York, NY 10006, acted as Plutonian Acquisition Corp.’s independent registered public accountant since March 11, 2021 (inception) through September 1, 2022. Marcum LLP (“Marcum”), 100 Eagle Rock Avenue, East Hanover, NJ 07936, acted as Plutonian Acquisition Corp.’s independent registered public accountant since September 1, 2022 through June 6, 2024, the date of the Business Combination. Following the consummation of the Business Combination, Audit Alliance LLP, 10 Anson Road, #20-16 International Plaza, Singapore 079903, the independent auditor of HoldCo, is being engaged as the independent auditor of PubCo.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data The information regarding Big Tree Cloud’s selected financial information is included in the Form F-4 in the section entitled “Selected Historical Financial Information of Big Tree Cloud,” which is incorporated herein by reference. B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors associated with PubCo’s business are described in the Form F-4 in the section entitled “Risk Factors” and are incorporated herein by reference. 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company PubCo was formed to serve as a holding company for Big Tree Cloud and Plutonian after consummation of the Business Combination contemplated by the Merger Agreement. PubCo, a Cayman Island exempted company, was formed on September 25, 2023. Prior to the Business Combination, PubCo owned no material assets and did not operate any business. Big Tree Cloud’s principal executive office is located at Room 3303, Building 1, Zhongliang Yunjing Plaza, Heshuikou Community, Matian Street, Guangming District, Shenzhen 518083, PRC. On June 6, 2024 the parties consummated the Business Combination. B. Business Overview Following and as a result of the Business Combination, all of PubCo’s business is conducted through Big Tree Cloud and its subsidiaries. A description of the business of Big Tree Cloud is included in the Form F-4 in the sections entitled “Big Tree Cloud’s Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Big Tree Cloud,” which is incorporated herein by reference. C. Organizational Structure Upon consummation of the Business Combination, Big Tree Cloud became a wholly owned subsidiary of PubCo. A description of the organizational structure of PubCo is included in the Form F-4 in the section entitled “Summary of the Proxy Statement/Prospectus—Organizational Structure” which is incorporated herein by reference. D. Property, Plants and Equipment Big Tree Cloud owns the property for its principal executive office, which is located at Room 3303, Building 1, Zhongliang Yunjing Plaza, Heshuikou Community, Matian Street, Guangming District, Shenzhen 518083, PRC. In addition, Big Tree Cloud leased two production plants in Dongguan, China on leased premises comprising approximately 5,700 square meters and two warehouses in Dongguan, China comprising 2,400 square meters. Such

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS None.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS Following the Business Combination, our business is conducted through Guangdong Dashuyun and its subsidiaries. You should read the following discussion and analysis of Big Tree Cloud’s financial condition and results of operations in conjunction with the Big Tree Cloud’s combined and consolidated financial statements, and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Big Tree Cloud’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. Overview Big Tree Cloud is a consumer-oriented, mission-driven and technology-empowered company devoted to the development, production and sales of personal care products and other consumer goods. In particular, we are focused on the development and production of feminine pad and other feminine hygiene products. We have achieved significant growth since our inception in 2020 through our integrated platform which incorporates functionalities for the entire business cycle including upstream segment for products research and development, midstream segment for production and downstream segment for marketing and sales. Through this platform, we focus on high-quality product development, deep customer engagement and efficient sales and marketing. 2 We generate substantially all of our net revenues from the sale of our products. Our omni-channel, consumer to manufacturing, or C2M, business model, coupled with our production capabilities, enables us to launch and scale multiple categories of personal care products, which allows us to offer a broad range of products and address the needs of a large consumer community. In particular, we focus on the production and sales of feminine hyg

View Full Filing

View this 20-F filing on SEC EDGAR