Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation

Big Tree Cloud (NASDAQ: DSY) implemented a 1-for-20 share consolidation and adopted a dual-class capital structure, effective immediately following shareholder approval on January 30, 2026.

Rhea-AI Summary

Big Tree Cloud (NASDAQ: DSY) implemented a 1-for-20 share consolidation and adopted a dual-class capital structure, effective immediately following shareholder approval on January 30, 2026. Class A shares begin trading on Nasdaq under DSY with new CUSIP G1263B132 on February 12, 2026.

The authorised capital was redesignated to 20,000,000 Class A and 5,000,000 Class B shares (par value US$0.002 each). Existing issued shares were redesignated, including 3,500,000 shares to Class B and 1,251,873 to Class A; fractional interests were rounded up.

Positive

• Reverse stock split of 1-for-20 implemented, simplifying share structure
• Class A ordinary shares to trade on Nasdaq under DSY with new CUSIP G1263B132 starting Feb 12, 2026
• Authorised share capital redesignated to 20,000,000 Class A and 5,000,000 Class B shares

Negative

• Fractional share interests were rounded up, which may slightly alter individual percentage holdings
• 3,500,000 issued shares were redesignated to Class B in the name of PLOUTOS GROUP LIMITED, concentrating Class B holdings

Argus Feb 11 session

-17.75% close to close Open Argus

Details

News Market Reaction – DSY

On Feb 11, the day this news came out, DSY closed 17.75% below the previous close.

Data tracked by StockTitan Argus for the Feb 11 session.

Key Figures

Reverse split ratio: 1-for-20 Authorised share capital: US$50,000 Authorized Class A shares: 20,000,000 +5 more

Reverse split ratio

1-for-20

Every 20 ordinary shares consolidated into one ordinary share

Authorised share capital

US$50,000

Divided into 25,000,000 ordinary shares post-structure change

Authorized Class A shares

20,000,000

Class A ordinary shares of par value US$0.002 each

Authorized Class B shares

5,000,000

Class B ordinary shares of par value US$0.002 each

Issued Class B shares

3,500,000

Shares held by PLOUTOS GROUP redesignated as Class B

Issued Class A shares

1,251,873

Shares held by other shareholders redesignated as Class A

Unissued Class A shares

18,748,127

Authorised but unissued Class A ordinary shares

Unissued Class B shares

1,500,000

Authorised but unissued Class B ordinary shares

Historical Context

5 past events · Latest: Jan 05

5 events

1. Jan 05

   Nasdaq valuation notice

   24h Move

   +8.3%

   Nasdaq cited MVLS and MVPHS falling below required listing thresholds.

2. Jan 02

   AI expansion & hires

   24h Move

   +8.3%

   Company announced AI business expansion and key leadership appointments.

3. Nov 21

   Nasdaq bid deficiency

   24h Move

   -3.0%

   Nasdaq notified company of noncompliance with $1.00 minimum bid price.

4. Oct 30

   Annual report filing

   24h Move

   -1.9%

   Form 20‑F detailed a US$32.5M net loss and negative cash flow.

5. Sep 30

   Registered direct offering

   24h Move

   -2.8%

   Closed a $5.0M offering of 8,064,516 shares at $0.62.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

reverse stock split, dual-class share structure, class A ordinary shares, class B ordinary shares, +4 more

8 terms

reverse stock split financial

"Reverse Stock SplitThe Reverse Stock Split has been approved by the Company's shareholders"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

dual-class share structure financial

"the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares)"

A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.

class A ordinary shares financial

"The Company's Class A ordinary shares are expected to begin trading on The Nasdaq"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class B ordinary shares financial

"3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares;"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

CUSIP technical

"will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132."

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

authorised share capital financial

"the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

par value financial

"ordinary shares of a nominal or par value of US$0.002 each"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

memorandum and articles of incorporation regulatory

"amended its memorandum and articles of incorporation to adjust the authorised share capital"

The memorandum and articles of incorporation are a company's founding documents: the memorandum lays out the company's basic purpose and authorized share capital, while the articles set the rules for how the company is run and how decisions are made. For investors they matter because these papers define ownership rights, voting rules, board powers, dividend and transfer restrictions—think of the memorandum as the company’s charter and the articles as its internal rulebook that determines how your investment behaves.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SHENZHEN, China, Feb. 11, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the "Company") (NASDAQ: DSY) today announced that it held an extraordinary general meeting on January 30, 2026, at which the shareholders approved the consolidation of every 20 ordinary shares into one ordinary share and the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares).The Company's Class A ordinary shares are expected to begin trading on The Nasdaq Capital Market at the open of business on February 12, 2026, and will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132.

Reverse Stock Split

The Reverse Stock Split has been approved by the Company's shareholders and the Company's board of directors. The ordinary shares were consolidated by consolidating each 20 ordinary shares of the Company, with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares.

No fractional shares were issued, and any fractional share interests resulting from the consolidation were rounded up to the next whole share. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.

Dual-Class Share Structure

Upon and immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each.

Upon and immediately following the effectiveness of the Dual-Class Share Structure, the shares of the Company were redesignated with immediate effect as follows:

(i) the 3,500,000 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the name of PLOUTOS GROUP LIMITED be redesignated as 3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares;

(ii) the remaining 1,251,873 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the names of various shareholders be redesignated as 1,251,873 issued class A ordinary shares of US$0.002 each;

(iii) the 18,748,127 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 18,748,127 authorised but unissued class A ordinary shares; and

(iv) the 1,500,000 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 1,500,000 authorised but unissued class B ordinary shares.

Concurrently, the company amended its memorandum and articles of incorporation to adjust the authorised share capital of the Company to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each. All outstanding options, warrants, and other securities granting holders the right to purchase or acquire ordinary shares, if any, will be adjusted in accordance with their respective terms.

Management Commentary

"Today marks a significant milestone as we implement a refined capital structure designed to support the next phase of growth for Big Tree Cloud," stated a company spokesperson."This share consolidation aims to establish a stronger market position for our stock. The introduction of a dual-class structure provides our management team with the stability needed to execute our long-term vision and strategy, focusing on driving innovation and sustainable value for all stakeholders. These proactive measures strengthen our corporate foundation and underscore our commitment to robust governance."

About Big Tree Cloud

Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China's personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company's development.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company's final prospectus and other reports its files with the U.S. Securities and Exchange Commission (the "Commission") before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com

View original content:https://www.prnewswire.com/news-releases/big-tree-cloud-holdings-limited-announces-implementation-of-class-ab-share-structure-and-1-for-20-share-consolidation-302685042.html

SOURCE Big Tree Cloud Holdings Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the 1-for-20 reverse stock split mean for DSY shareholders?

It means every 20 existing ordinary shares were consolidated into one share. According to the company, fractional interests were rounded up to whole shares, and the consolidation does not change percentage ownership except for rounding adjustments.

When will Big Tree Cloud Class A shares begin trading on Nasdaq under DSY?

Class A shares are expected to begin trading on February 12, 2026. According to the company, trading will use the existing ticker DSY with new CUSIP G1263B132 at market open.

How was authorised share capital changed after the dual-class restructuring for DSY?

The authorised capital was redesignated to 20,000,000 Class A and 5,000,000 Class B shares. According to the company, each has a par value of US$0.002 and the memorandum and articles were amended accordingly.

Which existing shareholders received Class B shares after the redesignation for DSY?

PLOUTOS GROUP LIMITED received 3,500,000 issued Class B ordinary shares. According to the company, those 3,500,000 issued shares were redesignated from existing issued ordinary shares.

Will the share consolidation change shareholder voting percentages for DSY?

The consolidation is intended to be uniform and not alter percentage interests. According to the company, percentage ownership remains the same except for adjustments from rounding up fractional shares.

How will outstanding options, warrants, or convertible securities be affected by DSY's consolidation?

All outstanding securities granting rights to acquire ordinary shares will be adjusted according to their terms. According to the company, adjustments will follow each instrument's specified anti-dilution or adjustment provisions.