Big Tree Cloud Holdings Limited filings document the disclosures of a foreign private issuer whose Class A Ordinary Shares trade under DSY. Recent Form 6-K reports cover unaudited interim financial statements, Nasdaq listing and minimum-bid compliance matters, the transfer of the company’s listing venue, and capital-structure actions such as the 1-for-20 share consolidation and creation of Class A and Class B ordinary shares.
They also record auditor changes, a director and co-chief executive departure, exhibits incorporating press releases, and references to Form S-8 and Form F-3 registration statements. The filing record is centered on Exchange Act current reports under Rule 13a-16, with annual reporting indicated on Form 20-F rather than Form 40-F.
Big Tree Cloud Holdings Ltd received a large shareholder disclosure from Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz. The group reports beneficial ownership of 5,769,988 ordinary shares, representing 6.63% of the class as of the event date. They report shared voting and dispositive power over all of these shares, with no sole voting or dispositive power.
The filers state that the securities were acquired and are held in the ordinary course of business. They also certify that the holdings were not acquired and are not held for the purpose of changing or influencing control of Big Tree Cloud Holdings Ltd, and are not part of any control-related transaction.
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.
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.
Big Tree Cloud Holdings Limited filed a Form 6-K noting it issued a press release announcing the filing of its Annual Report on Form 20-F for fiscal year 2025. The press release is included as Exhibit 99.1. The report was signed by Chairman and CEO Wenquan Zhu.
Big Tree Cloud Holdings Limited filed its annual report on Form 20‑F, detailing a shift to an asset‑light model and a sharp earnings swing. The company reported a net loss of US$32.5 million for the year ended June 30, 2025, after modest profits in 2023 and 2024. Operating cash flow turned negative at US$6.5 million for 2025. Shares outstanding were 86,972,928 as of June 30, 2025.
In August 2024, the company sold its manufacturing facilities and moved to contract manufacturing on a make‑per‑order basis, while implementing sampling inspections and vendor compliance standards. Customer concentration remained high, with four customers accounting for 35%, 15%, 11% and 10% of 2025 revenue. The company cited competitive pressures, supply chain reliance, evolving product safety and data regulations, and increased dependence on third‑party e‑commerce and logistics platforms as key risks.
Marketing expenses declined to US$0.2 million in 2025, representing 6.4% of net revenues, compared with US$0.6 million in both 2023 and 2024. Management highlights seasonality around major shopping festivals, operational execution requirements under the new model, and the need to develop and launch products that align with shifting consumer preferences.
Big Tree Cloud Holdings (DSY) agreed to sell its 51% stake in Guangdong Yunjia Innovative Materials to Guangdong Jiasiwei for RMB 5,100,000. The buyer has paid the full purchase price. Share transfer registration was completed on September 9, 2025; for practical reasons the seller managed the business until October 14, 2025, when Guangdong Jiasiwei assumed full control.
The divestiture aligns with the company’s strategic focus and resource optimization. Guangdong Yunjia’s total assets represented approximately 21.33% of the company’s consolidated total assets as of June 30, 2025. The company is assessing the financial impact, including any gain or loss, which will be reflected in its consolidated financial statements for the year ending June 30, 2025.
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.
Big Tree Cloud Holdings Limited is offering additional Ordinary Shares through this prospectus supplement. The document discloses an offering price of $0.04 per Ordinary Share and placement agent fees of $300,000. The company expects to sell 8,064,516 Ordinary Shares in this offering and to receive approximately $4.47 million in estimated net proceeds after fees and offering expenses, which it intends to use for working capital and general corporate purposes.
The prospectus supplement also presents pro forma capitalization and dilution metrics: net tangible book value per share as of June 30, 2024 was $(0.12), the pro forma increase attributable to existing investors is $0.09, pro forma as-adjusted net tangible book value per share after this offering is $(0.03), and dilution per Ordinary Share to new investors is shown as $0.65. The company reports total debt of $5,096,485 and a historical shareholders' deficit of $(4,578,797) (pro forma equity $121,203). The filing also discloses outstanding potential dilution including 5,750,000 Ordinary Shares issuable upon exercise of Public Warrants at $11.50 each, 9,892,382 restricted shares issued under the 2024 Incentive Plan (Jan 24, 2025), and 1,523,727 shares reserved for future issuance.
Big Tree Cloud Holdings Limited reports that PLOUTOS GROUP LIMITED and Wenquan Zhu together beneficially own 70,000,000 Class A ordinary shares, representing 80.48% of the outstanding Class A shares based on 86,972,928 shares outstanding. The shares were received in connection with a business combination: 50,000,000 Merger Consideration Shares received at closing and 20,000,000 earn-out shares received upon satisfaction of an earn-out event. Wenquan Zhu is the Chairman and CEO of the issuer and sole director of PLOUTOS, which may give the reporting persons influence over corporate decisions. PLOUTOS is subject to a lock-up covering 95% of the merger shares and has registration rights per the agreements referenced.
Big Tree Cloud Holdings Limited filed an amended foreign issuer report to update previously furnished interim financial information. The company originally provided unaudited interim balance sheet and income statement data for the six months ended December 31, 2024 in a prior Form 6-K. This amendment supplies an updated set of unaudited interim condensed consolidated financial statements and related notes for the six months ended December 31, 2024 and 2023, which are now included as Exhibit 99.1.