Big Tree Cloud (NASDAQ: DSY) sets vote on share consolidation, dual-class

Rhea-AI Filing Summary

Big Tree Cloud Holdings Limited has called an extraordinary general meeting on January 30, 2026 at 9:00 a.m. ET, to be held online, asking shareholders to vote on several major corporate changes. One proposal seeks to adopt a second amended and restated memorandum and articles of association to fully replace the current governing documents. Another proposes a share consolidation, combining each 20 existing shares into one share, with fractional entitlements rounded up, leaving authorised capital at US$50,000 divided into 25,000,000 ordinary shares of US$0.002 par value each. A further proposal would change this authorised capital to 20,000,000 class A and 5,000,000 class B ordinary shares, and redesignate existing and authorised ordinary shares so that 3,500,000 issued shares held by Ploutos Group become class B and 1,251,873 issued shares held by other shareholders become class A, with the remaining authorised shares split between unissued class A and class B as described.

Positive

• None.

Negative

• Creation of dual-class share structure by redesignating existing and authorised ordinary shares into class A and class B, potentially concentrating voting power depending on the rights in the new articles.

Insights

Corporate governance analyst

Shareholders will vote on a reverse split and new dual-class structure.

Big Tree Cloud Holdings Limited is convening an extraordinary general meeting on January 30, 2026, held online, to approve several governance and capital-structure proposals. The agenda includes adopting a second amended and restated memorandum and articles of association to replace the company’s current constitutional documents.

One key item is a share consolidation that would combine each 20 existing shares into one, with no fractional shares issued and fractional entitlements rounded up. After this consolidation, the authorised share capital would remain at US$50,000, divided into 25,000,000 ordinary shares of par value US$0.002 each, simplifying the number of shares while keeping nominal capital unchanged.

Another proposal restructures the authorised capital into a dual-class system of 20,000,000 class A and 5,000,000 class B ordinary shares, both with par value US$0.002. It also redesignates 3,500,000 issued ordinary shares registered to PLOUTOS GROUP LIMITED as class B and 1,251,873 issued ordinary shares held by other shareholders as class A, with the remaining authorised but unissued shares split into class A and class B as outlined. The actual impact on control and voting power will depend on the rights defined in the new memorandum and articles.

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 ☐

EXPLANATORY NOTE

In connection with the 2026 Extraordinary General Meeting of Shareholders of Big Tree Cloud Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), the Company hereby furnishes the following documents:

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of Extraordinary General Meeting, dated January 9, 2026, to be mailed to shareholders of the Company in connection with the 2026 Extraordinary General Meeting of Shareholders of the Company
99.2		Proxy Form to be mailed to shareholders of the Company for use in connection with the 2026 Extraordinary General Meeting of Shareholders of the Company
99.3		Second Amended and Restated Memorandum and Articles of Association of Big Tree Cloud Holdings Limited

2

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 9, 2026
		Big Tree Cloud Holdings Limited
		By:		/s/ Wenquan Zhu
		Name:		Wenquan Zhu
		Title:		Chairman of the Board of Directors and Co-Chief Executive Officer

3

Exhibit 99.1

Big Tree Cloud Holdings Limited

Registered Company No 403591

(the Company)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the Meeting) of Big Tree Cloud Holdings Limited, a Cayman Islands exempted company with limited liability (the Company) will be held at https://www.cstproxy.com/bigtreeclouds/2026 on January 30, 2026 at 9:00 a.m. ET for the purpose of, considering and, if thought fit, passing the following proposals of the Company:

Proposal 1 — ADOPTION OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL

“RESOLVED, as a special resolution that, the Company adopt the second amended and restated memorandum and articles of association (the ARM&A) in its entirety and in substitution for and to the exclusion of the currently effective amended and restated memorandum and articles of association, the form of which is attached to this notice and the accompany proxy statement as Appendix A, with immediate effect.”

Proposal 2 — SHARE CONSOLIDATION PROPOSAL

“RESOLVED, as an ordinary resolution that, subject to Nasdaq’s approval, the Shares be consolidated by consolidating each 20 Shares of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s Current MAA (the “Share Consolidation”). Following the Share Consolidation, the authorised share capital of the Company is US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each. No fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share.”

Proposal 3 — CHANGE OF AUTHORISED SHARE CAPITAL PROPOSAL

“RESOLVED, as an ordinary resolution that, the authorised share capital of the Company be changed with immediate effect (the Change of Authorised Capital):

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.”

Proposal 4 — REDESIGNATION OF SHARES PROPOSAL

“RESOLVED, as a special resolution that, the shares of the Company be redesignated with immediate effect as follows (the Redesignation):

(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), having the rights and subject to the restrictions set out in the ARM&A (as defined below);

(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 (the Class A Ordinary Shares), having the rights and subject to the restrictions set out in the ARM&A;

(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 of US$0.002 each (the Class A Ordinary Shares), having the rights and subject to the restrictions set out in the ARM&A;

1

(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 of US$0.002 each (the Class B Ordinary Shares), having the rights and subject to the restrictions set out in the ARM&A.”

All shareholders of the Company at the close of business on January 6, 2026 (the Record Date) are entitled to receive notice of, attend and vote on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.

By order of the board,

Big Tree Cloud Holdings Limited

/s/ Wenquan Zhu

Name: Wenquan Zhu

Director

Dated _____January 9_____ 2026

2

Proxies

A member entitled to attend and vote at the meeting may appoint a proxy.

A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.

A proxy form in hard copy must be delivered to CONTINENTAL STOCK TRANSFER & TRUST CO, 1 State Street Floor 30, New York City, N.Y. 10275-0741.

A proxy form in electronic copy must be delivered to Proxy@continentalstock.com.

Please see the conditions attaching to the appointment of a proxy for the time of such delivery.

Proxy instructions

What happens if you do not follow these instructions?

1 If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

Eligible members

2 If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholders whose names are on the register of members of the Company as at the close of business on January 6, 2026, being the Record Date, are entitled to attend and vote at the meeting of the Company.

3 A proxy need not be a member of the Company.

If you complete a proxy form, can you still attend and vote at the meeting?

4 Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

Multiple proxies

5 If you are a member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes.

Joint shareholders

6 In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

How to appoint a proxy

7 If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

8 If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation’s common seal or (ii) not under the corporation’s common seal but otherwise in accordance with its articles of association.

3

Delivery of proxy form to Company

9 For an appointment of a proxy to be effective, the following documents must be received by the Company before the time for the holding of the meeting or adjourned meeting at which the proxy proposes to vote:

(a) The proxy form;

(b) If the proxy form is executed by a corporation otherwise than under its common seal — an extract of its articles that evidences that it may be duly executed in that way; and

(c) If the proxy form is signed by your attorney — the authority under which it was signed or a certified copy of the authority.

10 Those documents may be delivered in either of the following ways:

(a) In the case of hard-copy documents — they must be left at or sent by post to the Company’s registered office or the other place, if any, specified by the Company for the purpose of the meeting.

(b) In the case of documents comprised in an electronic record — they must be sent to an address specified by the Company for the purpose of receiving electronic records.

11 If a poll is to take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.

4

Appendix A

Second Amended and Restated Memorandum and Articles of Association

5

FAQ

What is Big Tree Cloud (DSY) asking shareholders to approve at the 2026 extraordinary general meeting?

The meeting will ask shareholders to approve four main proposals: adopting a second amended and restated memorandum and articles of association, a share consolidation combining each 20 existing shares into one, a change to authorised share capital to create class A and class B ordinary shares, and a redesignation of existing and authorised ordinary shares into those two classes.

When and where will Big Tree Cloud (DSY) hold its 2026 extraordinary general meeting?

The extraordinary general meeting is scheduled for January 30, 2026 at 9:00 a.m. ET and will be held online at https://www.cstproxy.com/bigtreeclouds/2026.

How will the proposed share consolidation affect Big Tree Cloud (DSY) shareholders?

The proposal would consolidate each 20 shares of the company into one share, with the consolidated shares having the same rights and restrictions as the existing shares, except for par value. No fractional shares will be issued; any fractional entitlement will be rounded up to the next whole share.

What change to authorised share capital is Big Tree Cloud (DSY) proposing?

The company proposes changing its authorised share capital from US$50,000 divided into 25,000,000 ordinary shares of par value US$0.002 each to US$50,000 divided into 25,000,000 shares comprising 20,000,000 class A ordinary shares and 5,000,000 class B ordinary shares, each with par value US$0.002.

How will existing Big Tree Cloud (DSY) shares be redesignated into class A and class B?

The proposal would redesignate 3,500,000 issued ordinary shares registered in the name of PLOUTOS GROUP LIMITED as 3,500,000 issued class B ordinary shares, and 1,251,873 issued ordinary shares held by various shareholders as 1,251,873 issued class A ordinary shares. It would also redesignate 18,748,127 authorised but unissued ordinary shares as authorised but unissued class A shares and 1,500,000 authorised but unissued ordinary shares as authorised but unissued class B shares.

Who is entitled to vote at Big Tree Cloud (DSY)’s 2026 extraordinary general meeting?

All shareholders of the company whose names are on the register of members at the close of business on January 6, 2026, the record date, are entitled to receive notice of, attend, and vote on the matters at the meeting and any adjourned or postponed meeting.

How can Big Tree Cloud (DSY) shareholders submit proxy forms for the extraordinary general meeting?

Shareholders may appoint a proxy using the attached proxy form. Hard-copy proxy forms must be delivered to Continental Stock Transfer & Trust Co at 1 State Street, Floor 30, New York City, N.Y. 10275-0741. Electronic copies must be sent to Proxy@continentalstock.com, subject to the timing and conditions set out in the proxy instructions.