[SCHEDULE 13D] Big Tree Cloud Holdings Limited SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of the number and source of shares received: 50,000,000 merger consideration shares and 20,000,000 earn-out shares
• Registration rights were agreed, which should enable future resale under typical registration procedures
• Lock-up agreement covering 95% of merger shares reduces immediate market selling pressure

Negative

• Extreme ownership concentration: 70,000,000 shares equals 80.48% of Class A, concentrating control with the reporting persons
• Potential governance risk because the CEO also beneficially controls the large stake and is sole director of the holding entity
• Limited liquidity for other Class A shareholders until lock-up and other conditions lapse

Insights

Corporate Governance Expert

TL;DR: A single owner and entity control over 80% of Class A shares creates concentrated control and governance risk.

The reporting shows near-total control of Class A equity by an insider-related vehicle and the CEO, consolidating voting and dispositive power. This concentration can streamline decision-making but raises minority shareholder governance concerns, including potential related-party transactions and limited dissenting influence. The disclosed lock-up and registration agreements moderate immediate market impact but preserve long-term concentration. Material implications focus on board independence, conflict-of-interest policies, and potential limits on liquidity for other holders.

M&A / Securities Specialist

TL;DR: Share issuance tied to a merger and earn-out produced an 80.48% stake; lock-up and registration provisions are standard but important.

The Schedule 13D confirms that 50,000,000 shares were issued as merger consideration and 20,000,000 as earn-out consideration, creating an 80.48% beneficial holding. The lock-up covers 95% of those merger shares with staggered release triggers, reducing near-term selling risk. Registration rights facilitate future resale once contractual conditions are met. For investors, the transaction structure and earn-out mechanics are the primary drivers of ownership concentration and future share supply.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BIG TREE CLOUD HOLDINGS LIMITED

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G1263B108

(CUSIP Number)

PLOUTOS GROUP LIMITED
Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town
Tortola, D8, VG1110
86 0755 2759-5623

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G1263B108

1

Name of reporting person

PLOUTOS GROUP LIMITED

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 70,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 70,000,000.00

11

Aggregate amount beneficially owned by each reporting person

70,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

80.48 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Calculated based on 86,972,928 shares of Class A ordinary shares of the Issuer outstanding.

SCHEDULE 13D

CUSIP No. G1263B108

1

Name of reporting person

Wenquan Zhu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 70,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 70,000,000.00

11

Aggregate amount beneficially owned by each reporting person

70,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

80.48 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Calculated based on 86,972,928 shares of Class A ordinary shares of the Issuer outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share
(b)	Name of Issuer: BIG TREE CLOUD HOLDINGS LIMITED
(c)	Address of Issuer's Principal Executive Offices: ROOM 3303, BUILDING 1, MATIAN STREET, ZHONGLIANG YUNJING PLAZA, Shenzhen, CHINA , 518083.
Item 2.	Identity and Background
(a)	This Statement is filed jointly by (i) PLOUTOS GROUP LIMITED ("PLOUTOS") and (ii) Wenquan Zhu (collectively, the "Reporting Persons"). Wenquan Zhu owns all of the equity interests, and serves as the sole director, of PLOUTOS, and therefore may be deemed to be beneficial owner of the Class A Ordinary Shares held by PLOUTOS.
(b)	The business address of the Reporting Persons is Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110.
(c)	Wenquan Zhu is the Chairman and Chief Executive Officer of the Issuer and is the sole director of PLOUTOS. The principal business of PLOUTOS is a holding company of their passive investment.
(d)	During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Wenquan Zhu is a citizen of the People's Republic of China. PLOUTOS is a business company organized under the laws of the British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 6, 2024, the Issuer consummated the previously announced business combination (the "Business Combination") pursuant to the terms of certain agreement and plan of merger, dated as of October 9, 2023 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, upon closing of the Business Combination, PLOUTOS receives 50,000,000 Class A ordinary shares of the issuer (the "Merger Consideration Shares"). On January 8, 2025, PLOUTOS receives 20,000,000 earn-out shares upon satisfaction of certain earn-out event pursuant to the Merger Agreement. References to and descriptions of the Merger Agreement herein are qualified in their entirety by reference to the Merger Agreement filed as Exhibit 2 and incorporated herein by reference.
Item 4.	Purpose of Transaction
	The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of the Issuer's Class A ordinary shares beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection with the Business Combination. Wenquan Zhu serves as the Chairman of the Board of Directors and the Chief Executive Officer of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Items 11 and 13 on the cover page.
(b)	See responses to Items 7, 8, 9 and 10 on the cover page.
(c)	Except as set forth in this Schedule 13D, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Class A ordinary shares of the Issuer during the sixty days prior to the date of filing this Schedule 13D.
(d)	Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A ordinary shares of the Issuer beneficially owned by the Reporting Persons as reported in this Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The descriptions of the Business Combination Agreement under Item 3 are incorporated herein by reference. Upon closing of the Business Combination (the "Closing"), PLOUTOS entered into an agreement with the Issuer, pursuant to which ninety-five percent (95%) of the Merger Consideration Shares (the "Lock-Up Shares") shall be subject to a lock-up in accordance with the terms and conditions thereunder. PLOUTOS agrees, subject to certain customary exceptions, not to: (i) offer, sell contract to sell, pledge, or otherwise dispose of, directly or indirectly, any Lock-Up share, or enter into a transaction that would have the same effect; (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, whether any of these transactions are to be settled by delivery of such Lock-Up shares, in cash or otherwise; or (iii) publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, edge or other arrangement, or engage in any "Short Sales" (as defined in the Lock-up Agreement) with respect to any security of the Issuer. until (i) with respect to 50% of the Lock-Up Shares, the period commencing on the Closing and ending until the earliest of: (i) six months after the completion of the Business Combination (as defined in the Merger Agreement); (ii) the date (A) on which the last reported sale price of the Issuer's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (B) that is at least 150 calendar days after the completion of the Business Combination; and (iii) subsequent to the Business Combination, the date on which the Issuer completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Issuer's shareholders having the right to exchange their Class A ordinary shares of the Issuer for cash, securities or other property. Upon closing of the Business Combination, PLOUTOS entered into an amended and restated registration rights agreement with the Issuer and certain other parties to provide for the registration of the Class A ordinary shares of the Issuer. The summary of certain provisions of the Business Combination Agreement, the lock-up agreement and the amended and restated registration rights agreement in this Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 99.2, 99.3 and 99.4, respectively, hereto and are incorporated herein by reference. To the best of the knowledge of the Reporting Persons, except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 1 Joint Filing Agreement, between each Reporting Person, dated September 10, 2025 by and among the Reporting Persons 2 Agreement and Plan of Merger, dated October 9, 2023 (incorporated by reference to Exhibit 2.1 to Plutonian Acquisition Corp.'s current report on Form 8-K filed with the SEC on October 11, 2023) 3 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to Plutonian Acquisition Corp.'s current report on Form 8-K filed with the SEC on October 13, 2023) 4 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to Plutonian Acquisition Corp.'s current report on Form 8-K filed with the SEC on October 13, 2023)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PLOUTOS GROUP LIMITED

Signature:	/s/ Wenquan Zhu
Name/Title:	Wenquan Zhu, Director
Date:	09/10/2025

Wenquan Zhu

Signature:	/s/ Wenquan Zhu
Name/Title:	Wenquan Zhu
Date:	09/10/2025

FAQ

How many Class A shares does PLOUTOS Group and Wenquan Zhu beneficially own in Big Tree Cloud (DSY)?

They beneficially own 70,000,000 Class A ordinary shares.

What percentage of Big Tree Cloud's Class A shares does the 70,000,000 represent?

The 70,000,000 shares represent 80.48% of Class A ordinary shares based on 86,972,928 shares outstanding.

How were the shares acquired by PLOUTOS and Wenquan Zhu?

They received 50,000,000 merger consideration shares at closing of the business combination and 20,000,000 earn-out shares upon satisfaction of an earn-out event.

Are there any restrictions on selling the acquired shares?

Yes, 95% of the merger consideration shares are subject to a lock-up with customary exceptions and time- and price-based release triggers.

Does the reporting indicate any pending transactions or immediate plans to change control?

The reporting states that, except as disclosed, the reporting persons do not have present plans to pursue actions described in Item 4, though they may review or change their position in the future.