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 October 2025
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 ☐
Entry into Material Agreements
On September 8, 2025, Guangdong Dashuyun Investment
Holding Group Co., Ltd. (“Guangdong Dashuyun”), a 95.92%-owned subsidiary of Big Tree Cloud Holdings Limited (the “Company”),
entered into a share transfer agreement (the “Agreement”) with Guangdong Jiasiwei New Materials Technology Co., Ltd. (“Guangdong
Jiasiwei”), an unrelated third party. Pursuant to the Agreement, Guangdong Dashuyun agreed to transfer all of its 51% equity interests
in Guangdong Yunjia Innovative Materials Co., Ltd. (“Guangdong Yunjia”) to Guangdong Jiasiwei for a total consideration of
RMB 5,100,000.
Prior to the transfer, Guangdong Dashuyun held 51%
of the equity interests in Guangdong Yunjia, and Guangdong Jiasiwei held 49%. Upon completion of the share transfer, Guangdong Yunjia
ceased to be a subsidiary of Guangdong Dashuyun. Guangdong Jiasiwei has paid the full purchase price in accordance with the terms of the
Agreement.
On October 14, 2025, Guangdong Dashuyun and Guangdong
Jiasiwei entered into a supplemental agreement (the “Supplemental Agreement”) to confirm the completion of the share transfer
and the handover of Guangdong Yunjia. Pursuant to the Supplemental Agreement, both parties acknowledged that, although the share transfer
registration had been completed on September 9, 2025, Guangdong Dashuyun had continued to manage and operate Guangdong Yunjia until the
date of the Supplemental Agreement for practical reasons. As of October 14, 2025, Guangdong Jiasiwei has assumed full management and operational
control of Guangdong Yunjia, and Guangdong Dashuyun no longer has any rights to, or obligations for, the profits, risks, or losses of
Guangdong Yunjia.
Guangdong Yunjia is primarily engaged in the research,
development, production and sales of hot air nonwoven fabrics. The sale was primarily driven by the Company’s strategic transformation
and focus on resource optimization. The business represented by Guangdong Yunjia is no longer aligned with the Company’s core development
priorities. The sale of Gunagdong Yunjia is expected to optimize the Company’s asset structure, improve operational efficiency,
and enhance long-term profitability. Guangdong Yunjia’s total assets accounted for approximately 21.33% of the Company’s consolidated
total assets as of June 30, 2025. The Company is assessing the financial impact of the disposal, including any gain or loss arising from
the transaction, which will be reflected in its consolidated financial statements for the year ending June 30, 2025, once finalized.
The foregoing descriptions of the Agreement and the
Supplemental Agreement are summaries of certain material terms of the Agreement and the Supplemental Agreement, do not purport to be complete
and are qualified in their entirety by reference to the Agreement and the Supplemental Agreement, which are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively.
Exhibit
| Exhibit No. |
|
Description |
| 99.1 |
|
English translation of Share Transfer Agreement dated September 8, 2025, by and between Guangdong Dashuyun Investment Holding Group Co., Ltd. and Guangdong Jiasiwei New Materials Technology Co., Ltd. |
| 99.2 |
|
English translation of Supplemental Agreement dated October 14, 2025, by and between Guangdong Dashuyun Investment Holding Group Co., Ltd. and Guangdong Jiasiwei New Materials Technology Co., Ltd. |
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: October 17, 2025 |
|
| |
Big Tree Cloud Holdings Limited |
| |
|
| |
By: |
/s/ Wenquan Zhu |
| |
Name: |
Wenquan Zhu |
| |
Title: |
Chairman of the Board of Directors and Chief Executive Officer |
