Big Tree Cloud (DSY) prices $5.0 million registered direct share sale

Rhea-AI Filing Summary

Big Tree Cloud Holdings Limited completed a registered direct offering of 8,064,516 ordinary shares at $0.62 per share to an institutional investor. The transaction generated aggregate gross proceeds of approximately $5.0 million before placement agent fees and expenses, and the company plans to use the net proceeds for general corporate purposes and working capital.

Aegis Capital Corp. acted as exclusive placement agent and will receive a 6.0% cash fee on the gross proceeds plus expense reimbursement. Company officers, directors, and shareholders owning at least 10% of the ordinary shares agreed to 90-day lock-up restrictions following the closing of the offering.

Insights

Capital markets analyst

Big Tree Cloud raises about $5.0 million via a modestly dilutive direct share sale.

Big Tree Cloud Holdings Limited completed a registered direct offering of 8,064,516 ordinary shares at $0.62 per share to an institutional investor, generating gross proceeds of approximately $5.0 million. The company states that net proceeds will be used for general corporate purposes and working capital, which can support ongoing operations without specifying particular projects.

Aegis Capital Corp. acted as exclusive placement agent and is entitled to a cash fee equal to 6.0% of the gross proceeds plus reimbursed expenses, so a portion of the capital raised will immediately go to transaction costs. To support trading stability around the deal, officers, directors, and shareholders holding at least 10% of the ordinary shares agreed to 90-day lock-up periods following the September 30, 2025 closing.

The use of an existing shelf registration statement on Form F-3 and a prospectus supplement dated September 30, 2025 indicates this is a takedown under pre-cleared capacity, streamlining execution. Future disclosures in company filings may provide additional color on how the new capital influences liquidity and growth plans.

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 September 2025

Commission File Number: 001-42114

Big Tree Cloud Holdings Limited
(Name of Registrant)

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 ☐

Registered Direct Offering

Securities Purchase Agreement

On September 29, 2025, Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “Company”), entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor for the purchase and sale of 8,064,516 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at a purchase price of $0.62 per Ordinary Share, in a registered direct offering (the “Offering”).

The Offering closed on September 30, 2025. The aggregate gross proceeds to the Company were approximately $5.0 million, before deducting placement agent fees and offering expenses. The Company expects to use the net proceeds for general corporate purposes and working capital.

The Securities Purchase Agreement contains customary representations, warranties, indemnification, and other provisions typical for transactions of this nature.

The Ordinary Shares are being issued pursuant to a prospectus supplement dated September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-289941), which was declared effective by the SEC on September 9, 2025, and the base prospectus dated August 29, 2025 included therein.

Lock-Up Agreements

Concurrently with the execution of the Securities Purchase Agreement, the Company’s officers, directors, and shareholders holding ten percent (10%) or more of the Company’s Ordinary Shares entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they agreed, subject to customary exceptions, not to offer, sell, or otherwise dispose of any Ordinary Shares beneficially owned by them for ninety (90) days following the closing of the Offering.

Placement Agent Agreement

On September 29, 2025, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Aegis Capital Corp. (“Aegis”), pursuant to which Aegis acted as the exclusive placement agent for the Offering. The Company agreed to pay Aegis a cash fee equal to 6.0% of the gross proceeds of the Offering and to reimburse Aegis for certain expenses. The Placement Agent Agreement contains customary representations, warranties, and indemnification provisions.

Copies of the Placement Agent Agreement, Form of Securities Purchase Agreement, and Form of Lock-Up Agreement are filed as Exhibits 1.1, 10.1, and 10.2, respectively to this Report on Form 6-K and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.

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Press Release

The Company announced the pricing of the Offering in a press release issued on September 29, 2025, which is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated herein by reference.

The Company announced the closing of the Offering in a press release issued on September 30 2025, which is furnished as Exhibit 99.2 to this Report on Form 6-K and incorporated herein by reference.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Report on Form 6-K (excluding Exhibit 99.1) is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-289941) and Registration Statement on Form S-8 (File No. 333-284468) and shall be deemed a part thereof from the date this Report on Form 6-K is filed with the SEC, except to the extent superseded by subsequently filed or furnished documents.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. securities laws. Forward-looking statements are based on the Company’s current expectations, beliefs and assumptions regarding future events and performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “expect,” “plan,” “intend,” “estimate,” or “continue,” or the negatives of these terms or other comparable terminology.

Forward-looking statements in this Report on Form 6-K include, among other things, statements about the completion of the Offering, the expected gross proceeds therefrom, the anticipated closing date, and the intended use of proceeds. These forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict. Actual results may differ materially from those expressed or implied in the forward-looking statements. Factors that could cause such differences include, but are not limited to, the risk that the Offering will not close as expected, market conditions, satisfaction of closing conditions, and other risks described in the Company’s filings with the SEC.

The Company undertakes no obligation to update or revise any forward-looking statements contained herein, except as required by applicable law.

EXHIBIT INDEX

Exhibit No.		Description
1.1		Placement Agent Agreement, dated September 29, 2025, between the Company and Aegis Capital Corp.
10.1		Securities Purchase Agreement dated September 29, 2025, between the Company and the purchaser identified on the signature page thereto
10.2		Form of Lock-Up Agreement
99.1		Press Release, dated September 29, 2025
99.2		Press Release, dated September 30, 2025

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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.

	Big Tree Cloud Holdings Limited
Date: September 30, 2025	By:	/s/ Wenquan Zhu
	Name:	Wenquan Zhu
	Title:	Chairman of the Board of Directors and Chief Executive Officer

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FAQ

What did Big Tree Cloud Holdings Limited (DSY) announce in this Form 6-K?

Big Tree Cloud Holdings Limited reported that it entered into and closed a registered direct offering of 8,064,516 ordinary shares at $0.62 per share with an institutional investor, raising approximately $5.0 million in gross proceeds.

How much capital did Big Tree Cloud (DSY) raise and at what price per share?

The company raised aggregate gross proceeds of approximately $5.0 million through the sale of 8,064,516 ordinary shares at a purchase price of $0.62 per share.

How will Big Tree Cloud use the proceeds from the registered direct offering?

The company expects to use the net proceeds from the offering for general corporate purposes and working capital, without specifying individual projects.

Who acted as placement agent for Big Tree Clouds offering and what are the fees?

Aegis Capital Corp. served as the exclusive placement agent. Big Tree Cloud agreed to pay Aegis a 6.0% cash fee on the gross proceeds of the offering and to reimburse certain expenses.

What lock-up restrictions are associated with Big Tree Clouds offering?

Officers, directors, and shareholders holding 10% or more of the companys ordinary shares entered into lock-up agreements, agreeing not to sell or dispose of their shares for 90 days following the closing of the offering.

Under which registration statement was Big Tree Clouds offering conducted?

The ordinary shares were issued under a prospectus supplement dated September 30, 2025, as a takedown from Big Tree Clouds shelf registration statement on Form F-3 (File No. 333-289941), which was declared effective on September 9, 2025.