UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-42114
Big Tree Cloud Holdings Limited
Building B4, Qianhai Shengang Fund Town
Nanshan District, Shenzhen, China 518052
+86 0755 2759-5623
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
As previously disclosed in the Form 6-K filed
with the Securities And Exchange Commission on February 4, 2026, Big Tree Cloud Holdings Limited (the “Company”) held its
extraordinary general meeting (the “Meeting”) on January 30, 2026. At the meeting, the shareholder of the Company approved
the share consolidation whereby every twenty (20) issued and unissued ordinary shares of a par value of US$0.0001 each in the share capital
of the Company be consolidated into one (1) ordinary share of a par value of US$0.002 each and following the share consolidation, the
share capital of the Company be changed 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.
The change from ordinary shares of par value of
US$0.0001 each to Class A Ordinary Shares will be reflected with the Nasdaq Capital Market and in the marketplace at the open of
business on February 23, 2026, whereupon the Class A Ordinary Shares began trading. The Company’s Class A Ordinary Shares
will continue to trade on the Nasdaq Capital Market under the symbol “DSY” and under the new CUSIP Number of G1263B132.
On February 19, 2026, the Company issued a press
release titled “Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation.”
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: February 19, 2026 |
|
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Big Tree Cloud Holdings Limited |
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|
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By: |
/s/ Wenquan Zhu |
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Name: |
Wenquan Zhu |
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Title: |
Chairman of the Board of Directors and Co-Chief Executive Officer |
Exhibit 99.1
Big Tree Cloud Holdings Limited Announces Implementation
of Class A/B Share Structure and 1-for-20 Share Consolidation
SHENZHEN, China, Feb. 19, 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 23, 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:
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(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); |
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(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; |
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(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 |
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(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 it 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
