Big Tree Cloud Holdings Limited Announces Pricing of $5.0 Million Registered Direct Offering

Rhea-AI Summary

Big Tree Cloud Holdings (NASDAQ: DSY) has announced a registered direct offering of 8,064,516 ordinary shares priced at $0.62 per share, aiming to raise approximately $5.0 million in gross proceeds. The company, which focuses on strategic investment and industry integration in the personal care sector, plans to use the net proceeds for general corporate purposes and working capital.

The offering is expected to close around September 30, 2025, with Aegis Capital Corp. serving as the exclusive placement agent. The offering is being conducted through an effective shelf registration statement previously filed with the SEC.

Positive

• Expected to raise $5.0 million to strengthen working capital
• Offering is being made through an effective shelf registration, indicating regulatory compliance

Negative

• Share dilution for existing stockholders at $0.62 per share
• Offering price represents a potential discount to market value

Insights

Capital Markets Analyst

Big Tree Cloud's $5M offering at $0.62/share indicates possible dilution and cash needs, but secures working capital for operations.

Big Tree Cloud Holdings has arranged a $5 million registered direct offering with an institutional investor, selling 8,064,516 ordinary shares priced at $0.62 per share. This pricing represents a significant transaction that warrants closer examination.

The offering price of $0.62 per share provides critical context - without knowing the current trading price, this could represent either a premium or discount to market value. The involvement of an institutional investor suggests some level of confidence in the company's fundamentals, though the relatively modest size of the raise ($5 million) indicates this is more about operational funding than major expansion.

The company explicitly states the proceeds will be used for "general corporate purposes and working capital," which typically signals the funds are needed for ongoing operations rather than specific growth initiatives or acquisitions. This could indicate cash flow challenges or simply prudent capital management to strengthen the balance sheet.

The dilutive impact of adding over 8 million new shares must be considered. Without knowing Big Tree Cloud's current outstanding shares, the percentage dilution cannot be calculated, but this is a substantial issuance that existing shareholders should note.

The transaction structure as a registered direct offering (using an effective shelf registration) suggests the company sought efficiency and speed in raising capital, working directly with an institutional investor rather than through a broader public offering. Aegis Capital's involvement as placement agent adds credibility to the transaction.

SHENZHEN, China, Sept. 29, 2025 /PRNewswire/ -- Big Tree Cloud Holdings Limited  ("Big Tree Cloud" or the "Company") (NASDAQ: DSY) (NASDAQ: DSYWW), a capital platform enterprise focused on strategic investment and industry integration in the personal care sector, today announced that it had entered into a definitive agreement in a registered direct offering with an institutional investor for the purchase and sale of 8,064,516 ordinary shares, $0.0001 par value per share ("Ordinary Shares"), at a price of $0.62 per Ordinary Share.

Aggregate gross proceeds to the Company are expected to be approximately $5.0 million, before deducting placement agent fees and offering expenses. The Company expects to use the net proceeds from the offering for general corporate purposes and working capital.

The offering is expected to close on or about September 30, 2025, subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. is acting as exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C. is acting as U.S. counsel to Aegis Capital Corp.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-289941) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on September 9, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 emphasizes scientific research, innovation, and technological advancement, as well as supply chain synergy and efficiency improvement, and is firmly committed to promoting globalization with a mission to empower Chinese personal care brands for global competitiveness and fuel the industry's high-quality evolution.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Big Tree Cloud's future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern Big Tree Cloud's expectations, strategy, priorities, plans or intentions. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should understand that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, including the risks discussed in our reports filed or furnished to the Securities and Exchange Commission. Big Tree Cloud cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Big Tree Cloud does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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

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SOURCE Big Tree Cloud Holdings Limited

FAQ

How much is Big Tree Cloud (NASDAQ:DSY) raising in its registered direct offering?

Big Tree Cloud is raising $5.0 million through the sale of 8,064,516 ordinary shares priced at $0.62 per share.

When will the DSY registered direct offering close?

The offering is expected to close on or about September 30, 2025, subject to customary closing conditions.

Who is the placement agent for Big Tree Cloud's $5.0 million offering?

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.

How will Big Tree Cloud use the proceeds from its $5.0 million offering?

The company plans to use the net proceeds for general corporate purposes and working capital.

What is the share price for Big Tree Cloud's registered direct offering?

The ordinary shares are being offered at a price of $0.62 per share.