[6-K] Big Tree Cloud Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Big Tree Cloud Holdings Limited reported that it received two deficiency notifications from Nasdaq after its market valuation fell below required levels for continued listing on the Nasdaq Global Market. Nasdaq determined that for at least 30 consecutive business days, the Company’s Market Value of Listed Securities was below the required US$50,000,000, and its Market Value of Publicly Held Shares was below the required US$15,000,000. The Company has until June 29, 2026 to regain compliance in each case by having those market value measures close at or above the required thresholds for at least ten consecutive business days. The notices do not immediately affect the listing or trading of the Company’s ordinary shares, and the Company states it will consider options to restore compliance while continuing to pursue its long-term strategy.

Insights

Equity markets and listing standards analyst

Nasdaq valuation deficiencies introduce listing-risk overhang despite no immediate delisting.

Nasdaq has notified Big Tree Cloud Holdings Limited that both its Market Value of Listed Securities and Market Value of Publicly Held Shares have stayed below required thresholds of US$50,000,000 and US$15,000,000, respectively, over 30 consecutive business days. These measures reflect the overall equity value and the value of the public float, so the notifications signal a sustained period of reduced market valuation.

Nasdaq has granted a 180-day compliance period ending on June 29, 2026 for the company to regain compliance in each metric by meeting the required market values for at least ten consecutive business days. During this period, trading of the ordinary shares continues as normal, but the company faces the risk that failure to regain compliance could eventually lead to further Nasdaq actions under the listing rules.

The company indicates it will consider available options to restore compliance and emphasizes a focus on its long-term business strategy and shareholder value. Actual outcomes will depend on future market value performance and any measures the company may adopt within the granted compliance period.

Form 6-K: How Foreign Companies Report to the SEC →

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 January 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On December 29, 2025 and December 31, 2025, Big Tree Cloud Holdings Limited (the “Company”) received two written notifications (the “Notification Letters”) from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not in compliance with the minimum Market Value of Listed Securities (“MVLS”) of US$50,000,000 and the minimum Market Value of Publicly Held Shares (“MVPHS”) of US$15,000,000 set forth in Nasdaq Listing Rules for continued listing on the Nasdaq Global Market.

On December 29, 2025, the Company received a notification letter from Nasdaq, based on Nasdaq’s review of the Company’s MVLS for at least 30 consecutive business days from November 13, 2025 to December 26, 2025, the Company’s MVLS was below the required minimum of US$50,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVLS requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.

On December 31, 2025, the Company received an additional notification letter from Nasdaq, based on Nasdaq’s review of the Company’s MVPHS for at least 30 consecutive business days from November 6, 2025 to December 30, 2025, the Company’s MVPHS was below the required minimum of US$15,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must close at US$15,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.

Both notification letters have no immediate effect on the listing or trading of the Company’s ordinary shares. The Company will consider available options during this period to restore compliance with Nasdaq listing requirements. The Company remains committed to executing its long-term business strategy and enhancing shareholder value.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, the Company cannot assure you that it will achieve or accomplish these expectations.

Exhibit

Exhibit No.		Description
99.1		Press Release

1

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: January 5, 2026
	Big Tree Cloud Holdings Limited
	By:	/s/ Wenquan Zhu
	Name:	Wenquan Zhu
	Title:	Chairman of the Board of Directors and Chief Executive Officer

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