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.
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 |
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 |