UNITED STATES
Room 3303, Building 1
Zhongliang Yunjing Plaza
Heshuikou Community, Matian Street
Guangming District, Shenzhen 518083, China
Zhongliang Yunjing Plaza
Heshuikou Community, Matian Street
Guangming District, Shenzhen 518083, China
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TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Shell Company Report on Form20-F (including
information incorporated by reference herein, the Report) is being filed by Big Tree Cloud Holdings Limited, an exempted
company incorporated in Cayman Islands. Unless otherwise indicated, we, us, our, Big
Tree Cloud and PubCo, and similar terminology refer to Big Tree Cloud Holdings Limited and its subsidiaries subsequent
to the Business Combination (defined below). References to Big Tree Cloud and HoldCo refer to Big Tree Cloud
International Group Limited prior to the consummation of the Business Combination.
This Report contains or may contain forward-looking
statements as defined in Section27A of the Securities Act of1933, as amended (the Securities Act), and Section21E
of the Securities Exchange Act of1934 (the Exchange Act) that involve significant risks and uncertainties. All statements
other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our
possible or assumed future results of operations or our performance. Words such as expects, intends, plans,
believes, anticipates, estimates, and variations of such words and similar expressions are intended
to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this
Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described
in our forward-looking statements, including among other things, the items identified in the Risk Factors section of PubCos
registration statement on FormF-4 (File No. 333-277882) initially filed with the Securities and Exchange Commission (the SEC)
on March 13, 2024, as amended (the FormF-4), which are incorporated herein by reference.
Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements
involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties
and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such
forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report,
or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or
any change in events, conditions or circumstances upon which any statement is based.
ii
On October 9, 2023, Plutonian Acquisition Corp.,
a Delaware corporation (Plutonian) entered into certain Agreement and Plan of Merger (as may be amended, supplemented or
otherwise modified from time to time, the Merger Agreement), by and among Big Tree Cloud International Group Limited, an
exempted company incorporated in Cayman Islands (Holdco), Big Tree Cloud Holdings Limited, an exempted company incorporated
in Cayman Islands (PubCo), Big Tree Cloud Merger Sub I Limited, an exempted company incorporated in Cayman Islands and a
direct wholly-owned subsidiary of PubCo (Merger Sub 1), Big Tree Cloud Merger Sub II Inc., a Delaware corporation and a
direct wholly-owned subsidiary of PubCo (Merger Sub 2), and Guangdong Dashuyun Investment Holding Group Co., Ltd., a limited
liability company incorporated in the PRC ( Guangdong Dashuyun). The Merger Agreement provided for a business combination
which was effected in two steps: (i) Merger Sub 1 will merge with and into Holdco (the Initial Merger), and Holdco will
be the surviving corporation of the Initial Merger and a direct wholly owned subsidiary of PubCo, and (2) following confirmation of the
effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Plutonian (the SPAC Mergerand together with Initial
Merger, the Business Combination), and Plutonian will be the surviving corporation of the SPAC Merger and a direct wholly
owned subsidiary of PubCo.
On June 6, 2024, PubCo consummated the Business
Combination pursuant to the terms of the Merger Agreement and HoldCo became a wholly owned subsidiary of PubCo. This Report is being filed
in connection with the Business Combination.
iii
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
AND ADVISERS
A. Directors and Senior Management
The directors and executive officers upon consummation
of the Business Combination are set forth in the FormF-4 in the section entitled PubCos Directors and Executive Officers
after the Business Combination and is incorporated herein by reference.
The address of our directors and executive officers
is Room 3303, Building 1, Zhongliang Yunjing Plaza, Heshuikou Community, Matian Street, Guangming District, Shenzhen 518083, PRC.
B. Advisors
Not applicable.
C. Auditors
Friedman LLP (Friedman), One
Liberty Plaza, 165 Broadway, 21
st
Floor, New York, NY 10006, acted as Plutonian Acquisition Corp.s independent
registered public accountant since March 11, 2021 (inception) through September 1, 2022. Marcum LLP (Marcum), 100
Eagle Rock Avenue, East Hanover, NJ 07936, acted as Plutonian Acquisition Corp.s independent registered public accountant
since September 1, 2022 through June 6, 2024, the date of the Business Combination.
Following the consummation of the Business Combination,
Audit Alliance LLP, 10 Anson Road, #20-16 International Plaza, Singapore 079903, the independent auditor of HoldCo, is being engaged as
the independent auditor of PubCo.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
A. Selected Financial Data
The information regarding Big Tree Clouds
selected financial information is included in the FormF-4 in the section entitled Selected Historical Financial Information
of Big Tree Cloud, which is incorporated herein by reference.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated with PubCos
business are described in the FormF-4 in the section entitled Risk Factors and are incorporated herein by reference.
1
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
PubCo was formed to serve as a holding company
for Big Tree Cloud and Plutonian after consummation of the Business Combination contemplated by the Merger Agreement. PubCo, a Cayman
Island exempted company, was formed on September25, 2023. Prior to the Business Combination, PubCo owned no material assets and
did not operate any business. Big Tree Clouds principal executive office is located at Room 3303, Building 1, Zhongliang Yunjing
Plaza, Heshuikou Community, Matian Street, Guangming District, Shenzhen 518083, PRC.
On June 6, 2024 the parties consummated the Business
Combination.
B. Business Overview
Following and as a result of the Business Combination,
all of PubCos business is conducted through Big Tree Cloud and its subsidiaries. A description of the business of Big Tree Cloud
is included in the Form F-4 in the sections entitled Big Tree Clouds Business and Managements Discussion
and Analysis of Financial Condition and Results of Operations of Big Tree Cloud, which is incorporated herein by reference.
C. Organizational Structure
Upon consummation of the Business Combination,
Big Tree Cloud became a wholly owned subsidiary of PubCo. A description of the organizational structure of PubCo is included in the Form
F-4 in the section entitled Summary of the Proxy Statement/ProspectusOrganizational Structure which is incorporated
herein by reference.
D. Property, Plants and Equipment
Big Tree Cloud owns the property for its principal
executive office, which is located at Room 3303, Building 1, Zhongliang Yunjing Plaza, Heshuikou Community, Matian Street, Guangming District,
Shenzhen 518083, PRC. In addition, Big Tree Cloud leased two production plants in Dongguan, China on leased premises comprising approximately
5,700 square meters and two warehouses in Dongguan, China comprising 2,400 square meters. Such properties are described in the Form F-4
in the section entitled Big Tree Clouds Business and are incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Following the Business Combination,
our business is conducted through Guangdong Dashuyun and its subsidiaries. You should read the following discussion and analysis of Big
Tree Clouds financial condition and results of operations in conjunction with the Big Tree Clouds combined and consolidated
financial statements, and the related notes included elsewhere in this report. This discussion contains forward-looking statements that
involve risks and uncertainties. Big Tree Clouds actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under Risk Factors and elsewhere
in this report.
Overview
Big Tree Cloud is a consumer-oriented,
mission-driven and technology-empowered company devoted to the development, production and sales of personal care products and other consumer
goods. In particular, we are focused on the development and production of feminine pad and other feminine hygiene products. We have achieved
significant growth since our inception in 2020 through our integrated platform which incorporates functionalities for the entire business
cycle including upstream segment for products research and development, midstream segment for production and downstream segment for marketing
and sales. Through this platform, we focus on high-quality product development, deep customer engagement and efficient sales and marketing.
2
We generate substantially all
of our net revenues from the sale of our products. Our omni-channel, consumer to manufacturing, or C2M, business model, coupled with our
production capabilities, enables us to launch and scale multiple categories of personal care products, which allows us to offer a broad
range of products and address the needs of a large consumer community. In particular, we focus on the production and sales of feminine
hygiene products, including sterilized feminine pads and menstrual pants. Our revenue from the sales of sterilized feminine hygiene products
represented 54.2% and 8.6% of our revenues for the six months ended December 31, 2023 and 2022, respectively. Our revenue from the sales
of sterilized feminine hygiene products represented 23.5% and 60.02% of our revenues for theyears ended June30, 2022 and 2023,
respectively. Based on our understanding of our target consumers demand, we selectively introduced additional products, including
earrings, bracelets and pendants under our accessories line of products to address our consumers multifaceted demands.
We have experienced substantial
growth since our inception. For the six months ended December 31, 2023, our total revenue increased significantly to US$4.2 million compared
to our revenue for the same period in 2022. For the year ended June30, 2023, our total revenue increased significantly to US$6.3million
compared to our revenue for the same period in 2022. In particular, our revenue from feminine hygiene products increased significantly
from US$0.2 million for the six months ended December 31, 2022 to US$2.3 million for the six months ended December 31, 2023. We continue
to rely on the sales of our feminine hygiene products to sustain our business operation. At the same time, we aim to accelerate the development
of our other products to diversify our product offerings to achieve optimal financial performance.
Key Factors Affecting Our Results of Operations
Our results of operations are affected by the following
company-specific factors.
Our ability to expand portfolios of product offerings.
Our results of operations depend
on our ability to provide a broad range of products to meet the varying demands of our diverse consumer base for feminine hygiene products
and personal care products, and thus enhance their appreciation and loyalty to our brand. In order to achieve this goal, we continue to
expand the range of products we offer to our consumers, including a manifold of feminine hygiene products and personal care products.
While we have earned our consumers
trust in our products, we strive to strengthen this relationship by continuing to advance our existing products and develop new feminine
hygiene products, as well as develop high-quality personal care products that cater to different consumer profiles and needs. We currently
have seven series of feminine hygiene products under our flagship Big Tree Cloud brand all of which feature our sterilization process
catering to the female population in different age groups and for variety of comfort and needs. While we maintain a relatively mature
portfolio of feminine pad products, we will continue to develop new feminine pad series to increase our product offerings and expand our
customer base. In addition, we also develop other personal care products such as body and oral care products, and other personal care
products leveraging our established relationship with our consumers. We believe having a broad and diverse product portfolio maintains
and broadens our relationship with our loyal consumers, and thus allows us to improve our results of operation and financial performance.
Our ability to grow our brand.
Our brand is integral to the
growth of our business and essential to our ability to engage and stay connected with our consumer base. We believe our brand and the
reputation it carries distinguish us from our competitors. Therefore, our ability to maintain and enhance our brand reputation is essential
to our financial performance. Our brand value also affords us the ability to attract new consumers, and to promote our company value,
commitment to quality product and care for feminine hygiene and personal wellness.
3
Since our inception, we built
and promoted our brand to our key demographic and customer base, and deepened connection with our consumer community through an omni-channel
approach. We engage our consumers through multiple channels and touchpoints, including our flagship stores on major e-commerce platforms,
our social media presence, commitment to educational and philanthropic activities, our convenience stores and our distributor network.
Through these diverse channels, our brand and value effectively reach our loyal customer, and directly contribute to our growth. We believe
that as our brand continues to grow, it will strengthen our ability to create and capture value across the personal care industry and
the feminine hygiene industry in particular, to increase our competitive advantages among industry participants. We believe that our mission,
quality of products and the value we promote have helped us build our brand into a household name, and as a result, established a large
and highly engaged consumer base. We believe the strength of our brand enables us to continue to grow in the industry in China and seek
opportunity in the global market to achieve optimal financial results.
Our ability to retain and grow our consumer base
Our long-term success also
depends on our ability to retain our existing consumers and attract new consumers to our community, which we hold to the highest regard.
Since our inception, we have been steadfast in terms of reaching our key demographic in second and third tiers cities due to these consumers
relative lack of access to quality products and product variety. We have been successful in achieving this goal. At the same time, we
recognize that our financial growth relies on our ability to expand our consumer base coverage and in turn, expand the reach of our products.
We design our products to satisfy the needs and preferences of consumers for different age groups and preferences. We strive to enhance
customer experience and brand recognition by delivering high-quality products with advanced designs and technologies to our consumers.
Enhanced consumer satisfaction can drive word-of-mouth referrals and strengthen our brand reputation, which is expected to increase our
sales and expand our consumer base.
At the same time, our large
consumer base and tightknit consumer community have helped us gain insights into the needs and preferences of our existing and prospective
consumers. We believe the innovative features of our feminine pad series that differentiate us from the majority of the products currently
marketed are effected with the contribution from our loyal and involved consumer base. With meaningful inputs from our consumer, we regularly
upgrade our existing products to improve consumer experience by heeding to their suggestions after our consumers gain familiarity with
our products. Our consumers input is also a source of inspiration for our new product development. We continue to explore the application
of new materials and production techniques to improve our products quality and efficacy. Accordingly, we are able to design more
quality and demanding products to serve consumers of different age groups and with different preferences for menstrual and personal care,
and to ensure we are at the forefront of the market. This positive cycle with our consumers establishes a mutually beneficial relationship
to ensure the improvement of our products and the expansion of our consumer base. And we believe this fundamental element lays the blueprint
for the long term growth of our customer and their continued involvement will contribute to our long term financial performance.
Our ability to effectively manage our costs and expenses.
Our
results of operations are affected by our ability to control our operating costs and expenses and the continued optimization of our supply
chain and warehouse management.
For the six months ended December 31, 2023 and 2022, our operating expenses were US$2.3 million
and US$1.4 million, respectively.
We operate our own production facilities for
our core products such as our feminine hygiene products, and we have developed an efficient supply chain involving manufacturing, warehousing
and logistics. We leverage our technological and data resources to manage supplier partners, third-party manufacturing partners, logistics
partners and other service partners, and adjust our partners operations to maintain optimal inventory levels as well as ensure
smooth product launches. We cooperate with leading manufacturers and logistics companies with strong capabilities, enabling us to shorten
the fulfilment process. We expect the absolute amount of operating expenses to continue increasing as our business operations continue
to grow, but we plan to continue to leverage our proprietary supply chain and warehouse management system to manage our operating costs
and expenses and maintain attractive net profit margins. To accomplish this goal, we also further diversified our distribution channels
to include offline convenience stores in 2023 and plan to continue the expansion of our Big Tree Cloud convenience store network in China.
As of December 31, 2023, we entered into licensing agreements with 89 Big Tree Cloud convenience store licensees to establish our store
presence in twenty cities in China along with our self-operated Big Tree Cloud convenience stores.
4
Key Components of Results of Operations
Net revenues
We generate our revenues from
sales of our products which include feminine hygiene products, skincare products, accessories and other products. The following table
breaks down our net revenue by product type and as percentages of our net revenues for the periods presented:
Sales of product.
We
generate our revenues primarily from sales of our products including feminine hygiene products, body and oral care products, accessories
and other consumer goods. Our feminine hygiene products comprise multiple series of sterilized feminine pad products and menstrual pants
products that cater to different consumer profiles and preferences. Our body and oral care products include shampoo and conditioner, body
wash, facial mask and cream, and other personal care products. Our accessories include earrings, bracelets, pendants and other jewelry
accessories. We expect that net revenues generated from sales of our feminine hygiene products will continue to account for a majority
of our total net revenues in the foreseeable future.
Licensing fees.
We
generate revenue from our customers and third-party commercial stores by authorizing them to use our logo, trademark and brand name.
5
Cost of revenues
Our cost of revenues includes
the cost of purchase of goods for the manufacture of our products and rents and other costs related to our business operation. The following
table breaks down our cost of revenues by amounts and percentages of our net revenues for the periods presented:
1,378,127
100.0
662,103
100.0
Operating expenses
The following table sets forth
our operating expenses and as percentages of our net revenues for the periods presented:
Selling expenses.
Our
selling expenses primarily consist of (i)advertising costs and market promotion expenses, and (ii)staff cost incurred by sales
and marketing personnel. We expect our selling expenses to increase as we increase our sales, introduce new products, and expand marketing
efforts for our products.
General and administrative
expenses.
Our general and administrative expenses primarily consist of (i)staff cost; (ii)professional
service fees; (iii)rental and depreciation related to general and administrative personnel, and (iv)other corporate expenses.
We expect our general and administrative expenses to increase in the future as we incur additional expenses related to the anticipated
growth of our business and our operations as a public company after the completion of the Business Combination.
6
Taxation
Cayman Islands
The Cayman Islands currently
levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation, and there is no taxation in the nature
of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands
except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands.
In addition, the Cayman Islands does not impose withholding tax on dividend payments.
HongKong
Our subsidiary in HongKong,
Hongkong Ploutos International Holdings Limited, is subject to an income tax rate of 16.5% on any part of assessable profits over HKD2,000,000
and 8.25% for assessable profits below HKD2,000,000. In addition, payments of dividends from our HongKong subsidiary to us are not
subject to any HongKong withholding tax. No provision for HongKong profits tax was made as we had no estimated assessable
profit that was subject to HongKong profits tax during 2022 and 2023.
Mainland China
Under the PRC Enterprise Income
Tax Law (the EIT Law) effective from January1, 2008, which was most recently amended on December29, 2018, as well as its implementation
rules effective from January1, 2008 and amended on April23, 2019, our mainland China subsidiaries are subject to the statutory
rate of 25%, subject to preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy.
Pursuant to the relevant regulations
applicable to small and micro businesses, in 2022 and 2023, several of our mainland China subsidiaries enjoyed a preferential tax rate
of 20% with a discount to taxable income. For taxable income less than RMB1million, and for taxable income over RMB1million
but less than RMB3million, 75% of the taxable income could be exempted in tax computation. In order to qualify as a small and micro
business, an entity needs to engage in industries not restricted or prohibited by the state, and it needs to simultaneously meet the following
three conditions: (i)the annual taxable income does not exceed RMB3million, (ii)the number of employees does not exceed
300, and (iii)the total assets do not exceed RMB50million. Under the EIT Law, a withholding tax of 10% is also imposed on
dividends declared and paid to non-PRC resident in respect of profits earned by our mainland China subsidiaries from January1, 2008
onwards.
Pursuant to the EIT Law and
its implementation rules, an enterprise established under the laws of a foreign country or region whose
de facto
management
body is located within the PRC territory is considered a resident enterprise and will generally be subject to the enterprise income
tax at the rate of 25% on its global income. If our holding company in the Cayman Islands or any of our subsidiaries outside of mainland
China were deemed to be a resident enterprise under the EIT Law, it would be subject to enterprise income tax on its worldwide
income at a rate of 25%. See
Risk Factors Risks Related to Doing Business in China If we are classified
as a mainland China resident enterprise for purposes of income tax in mainland China, such classification could result in unfavorable
tax consequences to us and our non-mainland China shareholders.
7
Results of Operations
The following table sets forth
a summary of our consolidated results of operations for the periods presented, both in absolute amount and as percentages of our net
revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in
this prospectus. The results of operations in any particular period are not necessarily indicative of our future trends.
8
Six Months Ended December 31, 2023 Compared to the Six Months
Ended December 31, 2022
Net Revenue
Our net revenue, which mainly consisted of revenue
from sales of feminine hygiene products, body and oral care products, accessories and others, increased significantly by US$1.7 million,
or 68.54%, from US$2.5 million for the six months ended December 31, 2022 to US$4.2 million for the six months ended December 31, 2023.
Our revenue from the sales of feminine hygiene products increased significantly from US$0.2 million for the six months ended December
31, 2022 to US$2.3 million for the six months ended December 31, 2023, primarily attributed to the increase of sales volume: i) we were
able to introduce various models of products to meet expectations from a wider range of customers as we began our own production in 2023,
and ii) with our increased marketing efforts, we managed to maintain and even increase our market shares as we established brand loyalty
among existing customers. In addition, the average selling price of new feminine hygiene brands introduced in 2023 increased by approximately
30% compared to the average selling price of existing feminine hygiene brands. Our revenue from body and oral care products increased
from US$0.1 million for the six months ended December 31, 2022 to US$0.8 million for the six months ended December 31, 2023, primarily
attributed to the marketing promotion projects launched during the six months ended December 31, 2023, which increased our sales volume.
Our revenue from accessories decreased from US$2.1 million for the six months ended December 31, 2022 to US$1.0 million for the six months
ended December 31, 2023, primarily attributed to the adjustment of our business strategies to focus on the promotion and sales of our
feminine hygiene products.
Cost of revenues
Our cost of revenues increased significantly from
US$0.7 million for the six months ended December 31, 2022 to US$1.4 million for the six months ended December 31, 2023, mainly due to
the increase of product costs, which is aligned with the increase of revenues.
Gross profit and gross margin
As a result of the foregoing,
our gross profit increased significantly from US$1.8 million for the six months ended December 31, 2022 to US$2.8 million for the six
months ended December 31, 2023. Our gross margins were 73.16% for the six months ended December 31, 2022 and 66.86% for the six months
ended December 31, 2023.
Operating expenses
Our selling expenses increased significantly from
US$0.1 million for the six months ended December 31, 2022 to US$0.4 million for the six months ended December 31, 2023, primarily attributed
to the increase in advertising and promotion expenses as we launched more marketing projects and expanded our distribution channels nationwide.
Our general and administrative
expenses increased by 39.22% from US$1.4 million for the six months ended December 31, 2022 to US$1.9 million for the six months ended
December 31, 2023, primarily attributed to the increase of staff, which is aligned with the increase of business.
Operating profit
As a result of the foregoing,
our operating profit increased from US$0.4 million for the six months ended December 31, 2022 to US$0.5 million for the six months ended
December 31, 2023.
Other income/(expenses), net
Our financial expenses increased
from US$1,014 for the six months ended December 31, 2022 to US$20,079 for the six months ended December 31, 2023, primarily attributed
to the increase of bank charges.
Our financial income decreased
from US$3,176 for the six months ended December 31, 2022 to US$2,699 for the six months ended December 31, 2023, primarily attributed
to the decrease of interest income along with the decrease of cash balances.
We generated a loss on deregistration
of subsidiaries of US$88,487 for the six months ended December 31, 2022 and a gain on deregistration of subsidiaries of US$62,429 for
the six months ended December 31, 2023, as we deregistered one inactive subsidiary during the six months ended December 31, 2022 and two
subsidiaries during the six months ended December 31, 2023 for the adjustment of our business strategies and to achieve operating efficiency.
Income tax benefit/(expense)
We recorded income tax expense
of US$51,949 for the six months ended December 31, 2022 and income tax benefit of US$45,302 for the six months ended December 31, 2023,
primarily attributed to the increase of tax credits generated from subsidiaries with losses.
Net income
As a result of the foregoing,
our net income increased by 122.46% from US$0.3 million for the six months ended December 31, 2022 to US$0.6 million for the six months
ended December 31, 2023.
9
The Year Ended June30, 2023 Compared to the Year Ended
June30, 2022
Net Revenue
Our net revenue, which mainly consisted of revenue
from sales of feminine hygiene products, body and oral care products, accessories and others, increased significantly by US$4.3million,
or 224.34%, from US$2.0million for the year ended June30, 2022 to US$6.3million for the year ended June30, 2023.
Our revenue from the sales of feminine hygiene products increased significantly from US$0.5million for the year ended June30,
2022 to US$3.8million for the year ended June30, 2023, primarily attributed to the increase of sales volume: i) as our own
factory began production in 2023, we were able to introduce our new feminine hygiene brands with various models of products, in order
to meet expectations from a wider range of customers and ii) with our increased marketing efforts which extended our market reach into
new regions and cities, we managed to establish brand loyalty among existing customers. In addition, the average selling price of new
feminine hygiene brands introduced in 2023 increases approximately 30% compared to the average selling price of existing feminine hygiene
brands. Our revenue from body and oral care products decreased significantly from US$1.2million for the year ended June30,
2022 to US$0.2million for the year ended June30, 2023, primarily attributed to the adjustment of our business strategies to
focus on the promotion and sales of our feminine hygiene products. As a result, sales volume of body and oral care products decreased
significantly in 2023. Our revenue from accessories increased significantly from US$0.1million for the year ended June30,
2022 to US$2.3million for the year ended June30, 2023, primarily attributed to our increased efforts to promote and market
our accessory products including bracelets, earrings and pendants.
Cost of revenues
Our cost of revenues increased significantly by
US$1.8million, or 214.79%, from US$0.8million for the year ended June30, 2022 to US$2.7million for the year ended
June30, 2023, mainly due to the increase of product costs, which is aligned with the increase of revenues.
Gross profit and gross margin
As a result of the foregoing, our gross profit increased
significantly from US$1.1million for the year ended June30, 2022 to US$3.6million for the year ended June30, 2023.
Our gross margins were 56.4% for the year ended June30, 2022 and 57.7% for the year ended June30, 2023.
Operating expenses
Our selling expenses increased by 14.3% from US$0.7million
for the year ended June30, 2022 to US$0.8million for the year ended June30, 2023, primarily attributed to the increase
in advertising and promotion expenses as we expanded our distribution channels nationwide.
Our general and administrative expenses decreased
by 8.3% from US$2.4million for the year ended June30, 2022 to US$2.2million for the year ended June30, 2023, primarily
attributed to the decrease of rental expenses from US$0.5million for the year ended June30, 2022 to US$0.2million for
the year ended June30, 2023 as we bought the office space in December 2022.
Operating profit/(loss)
As a result of the foregoing, we generated an operating
loss of US$1.9million for the year ended June30, 2022 and an operating profit of US$0.7million for the year ended June30,
2023.
Other expenses, net
Our financial expenses increased from US$1,785 for
the year ended June30, 2022 to US$10,615 for the year ended June30, 2023, primarily attributed to the increase of bank charges.
Our financial income increased from US$4,531 for
the year ended June30, 2022 to US$9,287 for the year ended June30, 2023, primarily attributed to the increase of interest
income along with the increase of cash balances.
Loss on deregistration of subsidiaries increased
from US$77,407 for the year ended June30, 2022 to US$0.3million for the year ended June30, 2023, as we deregistered
one inactive subsidiary during the year ended June 30, 2022 and two inactive subsidiaries during the year ended June 30, 2023 to achieve
operating efficiency.
Income tax benefit/(expense)
We recorded income tax benefit of US$0.1million
for the year ended June30, 2022 and income tax expense of US$0.3million for the year ended June30, 2023, primarily attributed
to our growth in profits.
10
Net income/(loss)
As a result of the foregoing, we generated a net
loss of US$1.9million for the year ended June30, 2022 and a net income of US$0.3million for the year ended June30,
2023.
Liquidity and Capital Resources
The following table sets forth
a summary of our cash flows for the periods presented:
Our principal source of liquidity
has been cash generated by our operating activities and the sales of our products. As of December 31, 2023 and June 30, 2023, our cash
and cash equivalents were US$1.1 million and US$3.2 million, respectively. Our cash and cash equivalents primarily consist of cash on
hand and our demand deposits with financial institutions.
11
We believe that our current
cash and cash equivalents and expected cash provided by this offering will be sufficient to meet our current and anticipated working capital
requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if
we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we identify
and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions.
As of December 31, 2023 and
June 30, 2023, substantially all of our cash and cash equivalents were held in mainland China and denominated in Renminbi. As of December
31, 2023 and June 30, 2023, substantially all of our short-term investments were held in mainland China and denominated in Renminbi. For
restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see Holding
Company Structure.
In utilizing the trust account
proceeds we expect to receive from this Business Combination and any proceeds in our follow-on offerings after becoming a listed company,
we may make additional capital contributions to our mainland China subsidiaries, establish new mainland China subsidiaries and make capital
contributions to these new mainland China subsidiaries, make loans to our mainland China subsidiaries, or acquire offshore entities with
operations in mainland China in offshore transactions. However, most of these uses are subject to mainland China regulations. See
Risk
Factors Risks Related to Doing Business in China Regulations in mainland China of loans to and direct investment in PRC
domestic companies by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans
to or make additional capital contributions to our mainland China subsidiaries, which could materially and adversely affect our liquidity
and our ability to fund and expand our business.
Substantially all of our revenues
have been, and we expect will likely to continue to be, denominated in Renminbi. Under existing mainland China foreign exchange regulations,
payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions,
can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore,
our mainland China subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain
routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi
is to be converted into foreign currency and remitted out of mainland China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The mainland China government may restrict access to foreign currencies for current account transactions in the
future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency
demands, we may not be able to pay dividends in foreign currencies to our shareholders.
Operating activities
Net cash provided by operating
activities for the six months ended December 31, 2023 was US$0.2 million. The difference between the net income of US$0.6 million, adjusted
for depreciation and amortization expenses of US$0.5 million and operating cash flow was primarily due to a decrease in advance to suppliers
of US$0.7 million attributed to obtaining more bargaining power in negotiating the payment terms with suppliers without paying in advance,
and partially offset by (i) a decrease in contract liabilities of US$0.9 million attributed to product sales to a third-party customer
and (ii) increase in inventories, net of US$0.7 million attributed to the increase of procurement and production.
Net cash provided by operating
activities for the six months ended December 31, 2022 was US$5.4 million. The difference between the net income of US$0.3 million and
operating cash flow was primarily due to (i) an increase in contract liabilities of US$5.6 million due to advances received from customers
for product sales, and partially offset by an increase in prepaid expenses and other current assets, net of US$0.3 million attributed
to the increase for prepaid services.
Net cash provided by operating activities for the
year ended June30, 2023 was US$8.8million. The difference between the net income of US$0.3million, adjusted for depreciation
and amortization expenses of US$0.7million and operating cash flow was primarily due to (i)an increase in contract liabilities
of US$8.1million attributed to the increase of advances received from a customer for achieving at least RMB50,000,000 (approximately
US$6.9million) for the next threeyears of product sales and (ii)an increase in accounts payables of US$0.7million
attributed to the increase of product procurement in the second quarter of 2023 compared to the second quarter of 2022, and partially
offset by a decrease in advance to suppliers of US$0.5million attributed to obtaining more bargaining power in negotiating the payment
terms with suppliers without paying in advance.
Net cash used in operating activities for the year
ended June30, 2022 was US$1.9million. The difference between the net loss of US$1.9million and operating cash flow was
primarily due to (i)an increase in inventories of US$0.2million due to higher inventory turnover, and partially offset by
a decrease in accounts receivables of US$0.2million attributed to timely collection of receivables within one month.
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Investing activities
Net cash used in investing
activities for the six months ended December 31, 2023 were US$2.1 million, which was primarily due to the increase of purchase of US$1.8
million for the intangible asset of brand. Net cash used in investing activities for the six months ended December 31, 2022 were US$2.2
million, which was due to the increase of purchases of US$2.2 million for office space for headquarter operations.
Net cash used in investing activities for theyears
ended June30, 2022 and 2023 were US$24,218 and US$4.6million, respectively, which were due to the increase of purchases of
US$4.6million for office space for headquarter operations.
Financing activities
Net cash used in financing
activities f for the six months ended December 31, 2023 was US$0.05 million, which was primarily attributed to repayment of loans to related
parties of US$1.8 million, and partially offset by the proceed of short-term bank loan of US$1.4 million. Net cash used in financing activities
for the six months ended December 31, 2022 was US$1.3 million, which was attributed to repayment of loans to related parties of US$1.3
million.
Net cash used in financing activities for the year
ended June30, 2023 was US$1.2million, which was primarily attributed to repayment of loans to related parties of US$0.9million
and payments of listing fess of US$0.8million. Net cash provided by financing activities for the year ended June30, 2022 was
US$0.9million, which was primarily attributed to loans received from related parties of US$1.0million.
Material Cash Requirements
Our material cash requirements
as of December 31, 2023 and any subsequent period primarily include our capital expenditures and contract obligations.
Capital Expenditures
We incurred capital expenditures
of US$0.4 million and US$2.2 million for the six months ended December 31, 2022 and 2023, respectively, and US$0.02million and US$4.6million
for theyears ended June30, 2022 and 2023, respectively. Capital expenditures primarily represent capital payment for purposes
of property acquisitions as well as leasehold improvements. We expect to continue to incur similar capital expenditure in the future as
we grow our business. We intend to fund our future capital expenditures with our existing cash balance.
Contractual Obligations
The following table sets forth our contractual obligations
as of December 31, 2023:
Other than as shown above,
we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023.
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Off-Balance Sheet Commitments and Arrangements
We have not entered into any
financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered
into any derivative contracts that are indexed to our shares and classified as shareholders equity or that are not reflected in
our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated
entity that provides financing, liquidity, market risk, or credit support to us or engages in leasing, hedging, or product development
services with us.
Holding Company Structure
Pubco will become our holding
company upon the completion of the Business Combination. Pubco has no material operations of its own. We conduct a substantial majority
of our operations through our operating subsidiaries in China. As a result, after the completion of the Business Combination, Pubcos
ability to pay dividends depends largely upon dividends paid by our subsidiaries including our mainland China subsidiaries. If our existing
mainland China subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt
may restrict their ability to pay dividends to us. In addition, our mainland China subsidiaries are permitted to pay dividends to us only
out of their accumulated after-tax profits, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC
law, each of our mainland China subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund
certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries in China may
allocate a portion of their after-tax profits based on PRC accounting standards to a surplus fund at their discretion. The statutory reserve
funds and the surplus funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of
China is subject to examination by the banks designated by SAFE.Our mainland China subsidiaries have not paid dividends and will
not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
Inflation
To date, inflation in mainland
China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year
percent changes in the consumer price index for 2022 and 2023 were increases of 2.0% and 0.2%. Although we have not been materially affected
by inflation in mainland China in the past, we may be affected if mainland China experiences higher rates of inflation in the future.
Critical Accounting Estimates
An accounting policy is considered
critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such
estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that
are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
We prepare our financial statements
in conformity with U.S.GAAP, which requires us to make estimates and assumptions. We continually evaluate these estimates and assumptions
based on the currently available information, our own historical experience and various other assumptions that we believe to be reasonable
under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could
differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment
than others in their application and require us to make significant accounting estimates.
The following descriptions
of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and
accompanying notes and other disclosures included in this prospectus. When reviewing our financial statements, you should consider (i)our
selection of critical accounting policies, (ii)the judgments and other uncertainties affecting the application of such policies
and (iii)the sensitivity of reported results to changes in conditions and assumptions.
We consider our critical accounting
estimates include (i)revenue recognition; (ii)inventories; and (iii)valuation allowance of deferred tax assets.
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Revenue recognition
We recognize revenue pursuant
to ASC606, Revenue from Contracts with Customers (ASC606). According to ASC606, revenues from contracts
with customers are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects
the consideration the we expect to be entitled to in exchange for those goods or services, reduced by estimates for return allowances,
promotional discounts, rebates and business tax and Value Added Tax (VAT). Consistent with the criteria of this standard,
we follows five steps for our revenue recognition: (i)identify the contract(s)with the customer; (ii)identify the performance
obligations in the contract, (iii)determine the transaction price, (iv)allocate the transaction price to the performance obligations
in the contract, and (v)recognize revenue when (or as) the entity satisfies a performance obligation.
Our revenues are primarily
derived from (i)product sales and (ii)licensing fees from commercial stores.
Revenue from product sales
Our revenue from product sales
are primarily derived from (i)sales of our products to third party platform distributor customers and wholesale customers; (ii)e-commerce
sales to retail customers through our online stores on third party e-commerce platforms; and (iii)sales to retail customers through
our self-operated offline stores. We recognize revenue from product sales at the point in time control of the products is transferred,
and in the gross amount of consideration to which it expects to be entitled in exchange for the specified goods or services transferred.
For sales through offline channels, revenues are recognized when we satisfy a performance obligation by transferring promised goods to
places designated by customers. For sales through online platforms, revenues are recognized when (i)customers manually confirm their
receipt of the products or (ii)sevendays after delivery, whichever is earlier.
We record revenues net of return
allowances, sales incentives, value-added taxes and related surcharges. For sales through offline channels, our sales terms do not provide
a right of return beyond a standard quality policy. For sales through online channels, we offer an unconditional right of return for a
period of sevendays upon receipt of products. We estimate sales return on historical results. Forthe six months ended December
31, 2023, and for years ended June30, 2023 and 2022, our amount of sales return was insignificant. We may also provide sales incentives
in the forms of discounts to customers. Our revenue are allocated based on the relative standalone selling prices for respective products
and recognized on a net basis after such sales incentives.
Revenue from licensing fees
We enter into licensing agreements
with our customers and third-party commercial stores (collectively, the Licensees), to authorize the Licensee to use our
logo, trademark and our brand name of Big Tree Cloud. Therefore, the performance obligation is satisfied over time because
the Licensees simultaneously receive and consume the benefits (of utilizing our logo, trademark and brand name) during the authorized
period of twoyears. Therefore, revenues generated from licensing fees are recognized overtime during the authorized period of twoyears.
The transaction price contains variable considerations, including prompt incentive payment to the Licensees if a Licensee reaches certain
milestones. We use the most likely amount method based on our historical experiences and update our estimated transaction
price at the end of each reporting period to estimate the amount of variable consideration to be included in the transaction.
Inventories
Inventories, net consisting
of finished products available for sales are valued at the lower of cost or net realizable value with cost determined using the weighted
average cost method. Net realizable value is based on estimated selling prices in the ordinary course of business, less reasonably predictable
transportation cost. Write-down is recorded when the future estimated net realizable value is less than cost, which is recorded in cost
of revenues in the consolidated statements of income and comprehensive income.
Inventory write-down is estimated
based on significant management estimates and assumptions used to determine the write-down percentages that are applied to different aging
groups and assess the condition of the merchandise within each category. In determining the write-down percentages on inventories, we
take into considerations of factors, such as the inventories aging, historical trends, forecasted demands, expected selling prices
and future promotional events.
US$601 and US$1,228 of inventory
write-down were written off for the six months ended December 31, 2023 and 2022 respectively. US$3,358 and US$1,391 of inventory write-down
were recorded for theyears ended June30, 2023 and 2022 respectively. Inventories, net accounted for 42.1%, 10.0% and 5.2%
of total assets as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively, and thus were regarded material and significant
accounts in our financial statements.
Contract liabilities
Contract liabilities represent
the obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. Contract
liabilities mainly consist of advance product payments from customers. We recognize contract liabilities of US$7.2 million, US$8.2 million
and US$41,048 as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively. The balance as of December 31, 2023, June 30, 2023
and June 30, 2022 were mainly from a third-party customer for product sales. We expect to recognize this balance as revenue within the
next 30months.
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Income taxes
We account for income taxes
under ASC740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in theyears in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
We recorded deferred tax assets balance of US$1.2
million, US$0.4 million and US$0.2 million as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively. Valuation allowance
of deferred tax assets of US$0.6 million and nil for the six months ended December 31, 2023 and 2022, respectively. Valuation allowance
of deferred tax assets of nil and nil for theyears ended June30, 2023 and 2022, respectively.
When we determine and quantify
the valuation allowances, we consider such factors as projected future taxable income, the availability of tax planning strategies, the
historical taxable income and losses in prioryears, and future reversals of existing taxable temporary differences. The assumptions
used in determining projected future taxable income require significant judgment. Actual operating results in futureyears could
differ from our current assumptions, judgements and estimates. Changes in these estimates and assumptions may materially affect the tax
position measurement and financial statement recognition. Above-mentioned assumptions have not changed over the reporting periods.
Property and equipment, net
Property and equipment are
stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful
lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use.
Estimated useful lives are as follows:
Repair and maintenance costs
are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment
are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated
depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income. Management estimates
the residual value of its office equipment and computers, transportation equipment and office equipment to be 5%.
Internal Control Over Financial Reporting
Prior to the completion of
the Business Combination, we have been a private company with limited accounting personnel and other resources with which to address our
internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the six
months ended December 31, 2022 and 2023, we and our independent registered public accounting firm identified two material weakness in
our internal control over financial reporting. As defined in the standards established by the U.S.Public Company Accounting Oversight
Board, amaterial weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis.
16
The material weakness that
has been identified relates to:
We have implemented and plan
to implement a number of measures to address the material weakness:
As a company with less than
US$1.235billion in revenue for fiscal year of 2023, Pubco will qualify as an emerging growth company pursuant to the
JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable
generally to public companies. These provisions include exemption from the auditor attestation requirement under Section404 of the
Sarbanes-Oxley Actof2002 in the assessment of the emerging growth companys internal control over financial reporting.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Executive Officers
See Item1. Identity of Directors,
Senior Management and AdvisersA. Directors and Senior Management.
B. Compensation
The executive compensation of PubCos executive
officers and directors is described in the FormF-4 in the section entitled PubCos Directors and Executive Officers
after the Business Combination which information is incorporated herein by reference.
C. Board Practices
See Item1. Identity of Directors,
Senior Management and AdvisersA. Directors and Senior Management.
D. Employees
As of June 30, 2023, Big Tree
Cloud had 75 full-time employees, all of whom are based in China, primarily at its headquarters in Shenzhen, China.
E. Share Ownership
Ownership of PubCos shares by its executive
officers and directors upon consummation of the Business Combination is set forth in Item7.A of this Report.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
A. Major Shareholders
The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of the date of this report, 2024 by:
17
The calculations in the table below are based on57,080,546
ordinary shares issued and outstanding as of the date of this report.
Wenquan Zhu
(1)
B.
Related Party
TransactionsBig Tree Cloud
Our Related Parties
1) Transactions with Big
Tree Cloud Shenzhen
For the year ended June30, 2022, we engaged
Big Tree Cloud Shenzhen for the provision of technical services in relation to our business operations and incurred a total service fee
of US$152,507. We paid this amount in the regular course of business operations. For the year ended June30, 2023, Big Tree Cloud
Shenzhen provided technical services in the amount of US$572,250, and we periodically paid this amount in the regular course of business
operations, with US$31,965 remain due to Big Tree Cloud Shenzhen as of June30, 2023. As of December 31, 2023, the total amount was
settled.
For theyears ended June30, 2022 and
2023, we sold certain goods to and made payments on behalf of Big Tree Cloud Shenzhen, and the total amount due from Big Tree Cloud Shenzhen
was US$832,897 as of June30, 2023.
We and Big Tree Cloud Shenzhen agree to offset the
remaining balance among the parties, and Big Tree Cloud Shenzen paid the remaining balance of US$800,932 as of October2023.
We rented certain properties to Big Tree Cloud Shenzhen
in 2023 for a monthly payment of RMB11,100. For the six months ended December 31, 2023, we have collected USD8,685 as rental payment.
We purchased certain goods from and sold certain
goods to Big Tree Cloud Shenzhen in 2023, we have made and collected payments in the regular course of business. As of December 31, 2023,
the amount of US$562 remain due from Big Tree Cloud Shenzhen, and we intend to collect these payments in the regular course of business.
2) Transactions with Shenzhen
Jingxihui
For the year ended June30, 2022, we sold certain
goods to Shenzhen Jingxihui for a total value of US$185,019, and we collected this payment in the regular course of business operations.
For the year ended June30, 2023, we sold certain goods to Shenzhen Jingxihui for a total value of US$236,605, and we collected these
payments in the regular course of business operations.
For the year ended June30, 2022, Shenzhen
Jingxihui made payments on our behalf, and as a result, we incurred US$177,239 in accounts payables. We made these payments to Shenzhen
Jingxihui as of June30, 2023.
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3) Transactions with Shenyang
Jingxihui
For the year ended June30, 2022, we sold certain
goods to Shenyang Jingxihui for a total value of US$185,019, and we collected these payment in the regular course of business operations.
For the year ended June30, 2022, Shenyang
Jingxihui made payments on our behalf, and as a result, we incurred US$149,041 in accounts payables. We made these payments to Shenyang
Jingxihui as of June30, 2023.
4) Transactions with Shenzhen
Big Tree Rong Trading
For the year ended June30, 2022, we sold certain
goods to Shenzhen Big Tree Rong Trading for a total value of US$291,884. We collected the payments due from Shenzhen Big Tree Rong Trading
in the regular course of business operations.
For the year ended June30, 2022, Big Tree
Rong Trading made payments on our behalf, and as a result, we incurred US$49,299 in accounts payables. We made these payments to Shenzhen
Big Tree Rong as of June30, 2023.
5) Transactions with Wenquan
Zhu
In 2022, Wenquan Zhu executed and obtained a loan
in the amount of RMB10million, or approximately US$1.38million, at an interest rate of 5% per annum on behalf of our Group
from a commercial bank. Due to the commercial banks rule, this type of loan may only be issue to an individual rather than a commercial
entity. This loan arrangement also required the pledge of assets as collateral. Therefore, Wenquan Zhu was deemed as the borrower with
the Groups real property pledged as the collateral asset. The aggregate loan payment was immediately transferred from Wenquan Zhus
personal account to the Groups bank account upon release of the loan by the commercial bank. Under this loan arrangement, Wenquan
Zhu paid the monthly interests on behalf of our Group, and we reimbursed Wenquan Zhu accordingly. This type of loan is common in China
for companies with limited operating history. For theyears ended June30, 2022 and 2023, the amounts due to Wenquan Zhu under
this arrangement were US$1.3million and US$1.3million, respectively.
As of December 31, 2023, the loan arrangement was
terminated and the commercial bank has released the security interest in our Groups assets. The amount of US$5,933 was the remaining
interest payment. We intend to make this payment in June 2024.
6) Transactions with Ting
Yan
For the year ended June30, 2023, we had US$61,374
due from Ting Yan which mainly represent an interest free loan we made to her. Ting Yan has repaid this loan as of October, 2023.
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C. Interests of Experts and Counsel
Not Applicable.
A. Consolidated Statements and Other Financial
Information
See Item18 of this Report.
B. Significant Changes
Not applicable.
A. Offer and Listing Details
Our ordinary shares and warrants are listed on
the Nasdaq Global Market under the symbols DSY and DSYWW, respectively. Holders of our ordinary shares and
warrants should obtain current market quotations for their securities.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares and warrants are listed on
the Nasdaq Global Market under the symbols DSY and DSYWW, respectively.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
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ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
As of the date of this Report, we are authorized
to issue a maximum of 500,000,000 shares of a par value of US$0.0001 each. As of the date of this Report, 2024, subsequent to closing
of the Business Combination, there were57,080,546 ordinary shares outstanding. There were also6,016,125 warrants outstanding,
each exercisable to purchase one ordinary share at a price of $11.50per full share. Certain of our shareholders are subject to lock-up
as contained in the FormF-4 in the section entitled Proposal No. 1The Business Combination Proposal Additional
Agreements Executed at the Signing of the Merger Agreement Shareholders Lock-Up Agreement.
B. Memorandum and Articles of Association
We are an exempted company limited by shares incorporated
under the laws of the Cayman Islands and our affairs are governed by our memorandum and articles of association, as amended and restated
from time to time, and the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Cayman Companies Act
below, and the common law of the Cayman Islands.
We incorporate by reference into this Report our
Second Amended and Restated Memorandum and Articles of Association, the form of which was filed as Annex B to our registration statement
on FormF-4 (File No. 333-277882) initially filed with the Securities and Exchange Commission on March 13, 2024, as amended, which
are incorporated herein by reference. Our shareholders adopted our Second Amended and Restated Memorandum and Articles of Association
by a special resolution on May 22, 2024, which became effective on June 6, 2024.
The following are summaries of material provisions
of our Second Amended and Restated Memorandum and Articles of Association and the Cayman Companies Act insofar as they relate to the material
terms of our ordinary shares.
Registered Office
Our registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Capacity and Power
According to Clause3 of our Second Amended
and Restated Memorandum of Association, we have full power and authority to carry out any object not prohibited by the Cayman Companies
Act or as the same may be revised from time to time, or any other law of the Cayman Islands.
Board of Directors
See Item6. Directors, Senior Management
and Employees.
Ordinary Shares
The description of our ordinary shares is contained
in the FormF-4 in the section entitled Description of PubCos Securities, which is incorporated herein by reference.
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C. Material Contracts
The description of our Material Contracts is contained
in the FormF-4 in the section entitled Big Tree Clouds Business, which is incorporated herein by reference.
D. Exchange Controls and Other Limitations Affecting
Security Holders
Under the laws of the Cayman Islands, there are
currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance
of dividends, interest or other payments to non-resident holders of our ordinary shares.
E. Taxation
The material United States federal income tax consequences
of owning and disposing of our securities following the Business Combination are described in the FormF-4 in the sections entitled
Material U.S. Federal Income Tax Consequences, which is incorporated herein by reference.
F. Dividends and Paying Agents
PubCo has no current plans to pay dividends. PubCo
does not currently have a paying agent.
G. Statement by Experts
The financial statements for Plutonian as of December
31, 2022 and 2023, incorporated in this Report on Form 20-F by reference to the Form 10-K filed with the SEC on April 12, 2024 have been
so incorporated in reliance on the report of Marcum LLP, an independent registered public accounting firm, incorporated by reference
herein, given on the authority of such firm as an expert in accounting and auditing. The address of Marcum LLP is 100 Eagle Rock Avenue, East Hanover, NJ 07936.
The financial statements for Big Tree Cloud as
of June 30, 2022 and 2023, incorporated in this Report on Form 20-F by reference to the Registration Statement on Form F-4 (File No.
333-277882) of PubCo initially filed on March 13, 20203 have been so incorporated in reliance on the report of Audit Alliance LLP, an
independent registered public accounting firm, incorporated by reference herein, given on the authority of such firm as an expert in
accounting and auditing. The address of Audit Alliance LLP is 10 Anson Road, #20-16 International Plaza, Singapore 079903.
H. Documents on Display
We are subject to certain of the informational
filing requirements of the Exchange Act. Since we are a foreign private issuer, we are exempt from the rules and regulations
under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders
are exempt from the reporting and short-swing profit recovery provisions contained in Section16 of the Exchange Act,
with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with
the SEC as frequently or as promptly as U.S.companies whose securities are registered under the Exchange Act. However, we are required
to file with the SEC an Annual Report on Form20-F containing financial statements audited by an independent accounting firm. We
also furnish to the SEC, on Form6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also
maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with
the SEC.
I. Subsidiary Information
Not applicable.
22
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS
Foreign exchange risk
Substantially all of our revenues
and expenses are denominated in Renminbi for thesix months ended December 31, 2022 and 2023. We do not believe that we have any
significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. The value
of the Renminbi against the U.S.dollar and other currencies is affected by changes in international political and economic development
and by the central governments policies, among other things. In July2005, the PRC government changed its decades-old policy
of pegging the value of the Renminbi to the U.S.dollar, and the Renminbi appreciated more than 20% against the U.S.dollar
over the following threeyears. Between July2008 and June2010, this appreciation subsided and the exchange rate between
the Renminbi and the U.S.dollar remained within a narrow band. Since June2010, the Renminbi has fluctuated against the U.S.dollar,
at times significantly and unpredictably. The Renminbi depreciated approximately by 5% against the U.S.dollar in 2018, and further
depreciated by 4% against the U.S.dollar in 2019. Since October1, 2016, the Renminbi has joined the International Monetary
Funds basket of currencies that make up the SDR, along with the U.S.dollar, the Euro, the Japanese yen and the British pound.
With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization,
the PRC government may in the future announce further changes to the exchange rate system and there is no guarantee that the RMB will
not appreciate or depreciate significantly in value against the U.S.dollar in the future. It is difficult to predict how market
forces or PRC or U.S.government policy may impact the exchange rate between the Renminbi and the U.S.dollar in the future.
To the extent that we need
to convert U.S.dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S.dollar would have an
adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S.dollars
for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S.dollars
against the Renminbi would have a negative effect on the U.S.dollar amounts available to us.
Interest rate risk
We have not been exposed to
material risks due to changes in market interest rates, nor have we used any derivative financial instruments to manage our interest risk
exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in
the future.
We may invest in interest-earning
instruments, and investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed
rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may
produce less income than expected if interest rates fall.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES
Upon closing of the Business
Combination, the warrants of Plutonian convert automatically into warrants of PubCo to purchase PubCo ordinary shares. The following provides
a summary of the material provisions governing the PubCo warrants.
Each redeemable warrant entitles the holder thereof
to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in this report. The warrants will become
exercisable on the later of 30days after the completion of the Business Combination and 12months from the closing of Plutonians
initial public offer. However, no warrants will be exercisable for cash unless we have an effective and current registration statement
covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary
share. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary share issuable upon exercise of
the warrants is not effective within 90days from the closing of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an
exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In the event that
holders are able to exercise their warrants on a cashless basis, each holder would pay the exercise price by surrendering
the warrants in exchange for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of
ordinary shares underlying the warrants, multiplied by the excess of the fair market value (defined below) over the exercise
price of the warrants by (y) the fair market value. The fair market value for this purpose shall mean the average last reported
sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the exercise date. The warrants will
expire fiveyears from the closing of the Business Combination at 5:00p.m., NewYork City time or earlier upon redemption
or liquidation.
23
In addition, if (x)Plutonian issues additional
common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination
at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined
in good faith by its board of directors and, in the case of any such issuance to Plutonians initial stockholders or their affiliates,
without taking into account any insider shares held by its initial stockholders or such affiliates, as applicable, prior to such issuance)
(the Newly Issued Price), (y)the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of its initial business combination (net of redemptions), and (z)the
volume weighted average trading price of its common stock during the 20trading day period starting on thetrading day prior
to theday on which Plutonian consummates its initial business combination (such price, the Market Price) is below
$9.20per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Price and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Price and the Newly Issued Price.
We may redeem the outstanding warrants:
The right to exercise will be forfeited unless
the warrants are exercised prior to the redemption date specified in the notice of redemption. On and after the redemption date, a record
holder of a warrant will have no further rights except to receive the redemption price for such holders warrant upon surrender
of such warrant.
The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
24
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not required
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS
OF SECURITY HOLDERS AND USE OF PROCEEDS
Not required
ITEM 15. CONTROLS AND PROCEDURES
Not required
Not required
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not required
Not required
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS
FOR AUDIT COMMITTEES
Not required
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY
THE ISSUER AND AFFILIATED PURCHASERS
None
ITEM 16F. CHANGE IN REGISTRANT
S
CERTIFYING ACCOUNTANT
Following the consummation of the Business Combination,
Audit Alliance LLP, the independent auditor of Big Tree Cloud, is being engaged as the independent auditor of PubCo. In connection with
the Business Combination, Marcum, which was the auditor for Plutonian Acquisition Corp., was informed that it would no longer be our
auditor.
The reports of Marcum on the financial
statements of Plutonian Acquisition Corp. as of December 31, 2022 and December 31, 2023, and for the years ended December 31, 2022
and December 31, 2023 did not contain any adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles. Marcums audit reports contained an
explanatory paragraph related to the substantial doubt of Plutonian Acquisition Corp.'s ability to continue as a going concern.
25
During the period from March 11, 2021 (inception)
through December 31, 2023 and through the effective date of the Business Combination (the Effective Date), there were no
disagreements with Friedman or Marcum (as applicable) on any matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure, which such disagreements, if not resolved to the satisfaction of Friedman or Marcum (as applicable), would
have caused Friedman or Marcum (as applicable) to make reference thereto in its reports on the financial statements of Plutonian Acquisition
Corp. for such periods. During the period from March 11, 2021 (inception) through December 31, 2022 and through the Effective Date, there
were no reportable events as that term is described in paragraphs(A) through (D)of Item16F(a)(1)(v) of
Form20-F.
During the period from March 11, 2021
(inception) through December 31, 2023 and through the Effective Date, neither Plutonian, nor anyone on its behalf, consulted Marcum
regarding either (i)the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered with respect to the financial statements of Plutonian and neither a written report was
provided to Plutonian or oral advice was provided that Marcum concluded was an important factor considered by Plutonian in
reaching a decision as to the accounting, auditing or financial reporting issue; or (ii)any matter that was either the subject
of a disagreement, as that term is defined in Item16F(a)(1)(iv) of Form20-F and the related instructions
to Item16F of Form20-F, or a reportable event, as that term is described in Item16F(a)(1)(v) of
Form20-F.
PubCo provided Marcum with a copy of the disclosure
it is making in this Report and requested that Marcum furnish PubCo with a letter addressed to the U.S.Securities and Exchange Commission
(the SEC), pursuant to Item16F(a)(3) of Form20-F, stating whether Marcum agrees with the statements made by
PubCo in this Report, and if not, in which respects Marcum does not agree. A copy of Marcums letter to the Securities and Exchange
Commission dated June 12, 2024 is attached as Exhibit15.2 to this Report.
ITEM 16G. CORPORATE GOVERNANCE
Not required.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
26
See Item18. Financial Statements.
Big Tree Clouds audited consolidated financial
statements as of June 30, 2022 and 2023 and for the years ended June 30, 2022 and 2023
are incorporated
by reference to pagesF-1F-30in the FormF-4.
Big Tree Clouds unaudited interim condensed consolidated
financial statements as of June 30, 2023 and December 31, 2023 and for the six months ended December 31, 2022 and 2023 are attached hereto
starting on page F-1 of this Report.
Plutonians audited financial statements
as of December 31, 2022 and 2023 are incorporated by reference to Plutonians annual report on Form 10-K filed with the SEC on April
12, 2024. Plutonians unaudited condensed financial statements as of December 31, 2023 and March 31, 2024 and for the three months
ended March 31, 2023 and 2024 are incorporated by reference to s quarterly report on Form 10-Q filed with the SEC on May 31, 2024.
The unaudited pro forma condensed combined
financial statements of PubCo are attached as Exhibit 15.1 to this Report.
27
SIGNATURES
The registrant hereby certifies that it meets all
of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this report on its
behalf.
28
Big Tree Cloud International Group Limited
F-
1
BIG TREE CLOUD INTERNATIONAL GROUP LIMITED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM20-F
(Mark One)
☐
REGISTRATION STATEMENTPURSUANT TO SECTION12(B)
OR12(G) OF THE SECURITIES EXCHANGE
ACT OF1934
OR
☐
ANNUAL REPORT PURSUANT TO SECTION13 OR15(D) OF THE
SECURITIES EXCHANGE ACT OF1934
For the fiscal year ended
_________________
OR
☐
TRANSITION REPORT PURSUANT TO SECTION13 OR15(D) OF
THE SECURITIES EXCHANGE ACT OF
1934
OR
☒
SHELL COMPANY REPORT PURSUANT TO SECTION13 OR15(D)
OF THE SECURITIES EXCHANGE ACT
OF1934
Date of event requiring this shell company report: June 6, 2024
Commission File Number: 001-42114
BIG TREE CLOUD HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
Not applicable
Cayman Islands
(Translation of Registrants name into English)
(Jurisdiction of incorporation or organization)
(
Address of Principal Executive Offices
)
Mr. Wenquan Zhu, Chief Executive Officer
Room 3303, Building 1
Tel: +86 755 2759-5623
Email: zhuwenquan@bigtreeclouds.com
(
Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person
)
Securities registered or to be registered pursuant to Section12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Ordinary shares, par value US$0.0001
DSY
The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares
DSYWW
The Nasdaq Stock Market LLC
Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of June 12, 2024: 57,080,546
ordinary shares and warrants.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Emerging growth company ☒
U.S.GAAP
☒
International Financial Reporting Standards as issued by the International
Accounting Standards Board
☐
Other
☐
For theYears Ended
June30,
For the Six Months Ended
December 31,
2023
2022
2023
2022
US$
%
US$
%
US$
%
US$
%
(Unaudited)
(Unaudited)
Net revenues
Sales of products (by products)
6,283,429
99.8
1,940,378
100.0
4,142,708
99.6
2,467,137
100.0
Feminine hygiene products
3,787,120
60.2
455,215
23.5
2,251,713
54.2
211,825
8.6
Body and oral care products
165,070
2.6
1,198,589
61.8
849,062
20.4
104,367
4.2
Accessories
2,304,147
36.6
106,119
5.5
1,013,537
24.4
2,149,624
87.1
Others
27,092
0.4
180,455
9.2
28,396
0.6
1,321
0.1
Licensing Fees
9,911
0.2
15,349
0.4
Total
6,293,340
100.0
1,940,378
100.0
4,158,057
100.0
2,467,137
100.0
For theYears Ended
June30,
For the Six MonthsEnded
December 31,
2023
2022
2023
2022
US$
%
US$
%
US$
%
US$
%
(Unaudited)
(Unaudited)
Cost of revenues
Costs of products (by products)
2,577,198
40.9
821,427
42.3
Feminine hygiene products
1,878,378
29.8
274,305
14.1
726,534
52.7
116,333
17.6
Body and oral care products
23,422
0.4
420,691
21.7
91,201
6.6
6,408
1.0
Accessories
647,032
10.3
74,187
3.8
254,256
18.5
498,681
75.3
Others
28,366
0.4
52,244
2.7
306,136
22.2
40,681
6.1
Rents and other costs
86,726
1.4
24,828
1.3
Total cost of
revenues
2,663,924
42.3
846,255
43.6
1,378,127
100.0
662,103
100.0
For theYears Ended
June30,
For the Six Months Ended
December
31,
2023
2022
2023
2022
US$
%
US$
%
US$
%
US$
%
(Unaudited)
(Unaudited)
Operating expenses
Selling expenses
758,593
12.1
665,763
34.3
435,245
18.7
50,005
3.6
General and administrative expenses
2,199,987
35.0
2,366,445
122.0
1,887,213
81.3
1,355,520
96.4
Total
2,958,580
47.0
3,032,208
156.3
2,322,458
100.0
1,405,525
100.0
For the Six Months Ended
December 31,
For the Year Ended
June30,
2023
2022
2023
2022
US$
%
US$
%
US$
%
US$
%
(Unaudited)
(Unaudited)
Net revenues
4,158,057
100.0
2,467,137
100.0
6,293,340
100.0
1,940,378
100.0
Cost of revenues
(1,378,127
)
(33.1
)
(662,103
)
(26.8
)
(2,663,924
)
(42.3
)
(846,255
)
(43.6
)
Gross profit
2,779,930
66.9
1,805,034
73.2
3,629,416
57.7
1,094,123
56.4
Operating expenses:
Selling expenses
(435,245
)
(10.5
)
(50,005
)
(2.0
)
(758,593
)
(12.1
)
(665,763
)
(34.3
)
General and administrative expenses
(1,887,213
)
(45.4
)
(1,355,520
)
(54.9
)
(2,199,987
)
(35.0
)
(2,366,445
)
(122.0
)
Total Operating expenses
(2,322,458
)
(55.9
)
(1,405,525
)
(57.0
)
(2,958,580
)
(47.0
)
(3,032,208
)
(156.3
)
Operating profit
457,472
11.0
399,509
16.2
670,836
10.7
(1,938,085
)
(99.9
)
Other income/(expenses), net
Financial expenses
(20,079
)
(0.5
)
(1,014
)
0.0
(10,615
)
(0.2
)
(1,785
)
(0.1
)
Financial income
2,699
0.1
3,176
0.1
9,287
0.1
4,531
0.2
Income/(Loss) on deregistration of subsidiaries
62,429
1.5
(88,487
)
(3.6
)
(347,423
)
(5.5
)
(77,407
)
(4.0
)
Other income/(expenses), net
33,561
0.8
103
-
(13,754
)
(0.2
)
(10,090
)
(0.5
)
Total other income/(expenses), net
78,610
1.9
(86,222
)
(3.5
)
(362,505
)
(5.8
)
(84,751
)
(4.4
)
Profit before income tax provision
536,082
12.9
313,287
12.7
308,331
4.9
(2,022,836
)
(104.2
)
Income tax benefit/(expense)
45,302
1.1
(51,949
)
(2.1
)
(28,766
)
(0.5
)
130,255
6.7
Net income
581,384
14.0
261,338
10.6
279,565
4.4
(1,892,581
)
(97.5
)
Other comprehensive income:
Foreign currency translation adjustments
23,568
0.6
11,762
0.5
(144,906
)
(2.3
)
126,662
6.5
Total comprehensive profit
604,952
14.5
273,100
11.1
134,659
2.1
(1,765,919
)
(91.0
)
For the Six Months Ended
December 31,
For the Year Ended
June30,
2023
2022
2023
2022
US$
US$
US$
US$
(Unaudited)
(Unaudited)
(Unaudited)
Selected Consolidated Cash Flows Data:
Net cash provided by operating activities
231,656
5,438,553
8,808,681
(1,908,850
)
Net cash used in investing activities
(2,119,955
)
(2,181,504
)
(4,624,237
)
(24,218
)
Net cash used in financing activities
(46,642
)
(1,344,215
)
(1,212,078
)
925,213
Effect of foreign currency translation
(134,251
)
(7,809
)
(144,906
)
126,662
Net (decrease)/increase in cash and cash equivalents
(2,069,192
)
1,905,025
2,827,460
(881,193
)
Cash and cash equivalents at the beginning of the period
3,190,995
363,535
363,535
1,244,728
Cash and cash equivalents at the end of the period
1,121,803
2,268,560
3,190,995
363,535
Payment due by Period
Total
Less Than 1year
1 2 Years
2 3 Years
3 5 Years
Over
5Years
(US$)
Operating lease commitments
673,696
196,345
196,373
140,489
140,489
-
Category
Estimated useful lives
Office equipment and computers
5years
Transportation equipment
8years
Building
20years
Leasehold improvements
Shorter of the lease term or the estimated useful life of the assets
●
Our lack of sufficient and competent accounting staff and
resources with appropriate knowledge of generally accepted accounting principles in the UnitedStates (U.S.GAAP)
and SEC reporting and compliance requirements; and
●
Our lack of robust and formal period-end financial reporting
policies and procedures in place to address complex U.S.GAAP technical accounting and the SEC reporting requirements.
●
to address hiring additional qualified accounting and financial
personnel with appropriate knowledge and experience in U.S.GAAP accounting and SEC reporting; and
●
to organize regular training for our accounting staff, especially
related to U.S.GAAP and SEC reporting requirements.
●
each person known by us to be the beneficial owner of more than5% of our outstanding shares;
●
each of our officers and directors; and
●
all our officers and directors as a group.
Name and Address of Beneficial Owner
Number ofShares
% of Class
Five Percent or Greater Holders
PLOUTOS GROUP LIMITED
(1)
50,000,000
87.6
%
Directors and Executive Officers
50,000,000
87. 6
%
Ting Yan
Frank Li
Yumao Huang
Yanjie Zhu
Yifan He
Fengxin Zhang
All Directors and Executive Officers as a group (8 individuals)
50,000,000
87. 6
%
(1)
PLOUTOS GROUP LIMITED is a company incorporated under the
laws of the British Virgin Islands. The registered address of PLOUTOS GROUP LIMITED is Unit 8, 3/F., Qwomar Trading Complex, Blackburne
Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110, British Virgin Islands. PLOUTOS GROUP LIMITED is indirectly wholly
owned and controlled by Mr.Wenquan Zhu, the chairman of the board and chief executive officer of Holdco.
No.
Name of Related Parties
Relationship
1.
Wenquan Zhu
Controlling shareholder and Chairman of the Group
2.
Big Tree Cloud Network Technology (Shenzhen) Co., Ltd (Big Tree Cloud Shenzhen)
An entity controlled by Wenquan Zhu
3.
Shenyang Jingxihui Network Technology Co., Ltd (Shenyang Jingxihui)
An entity controlled by Wenquan Zhu
4.
Shenzhen Jingxihui Trading Co., Ltd (Shenzhen Jingxihui)
An entity controlled by Wenquan Zhu
5.
Shenzhen Big Tree Rong Trading Co., Ltd (Shenzhen Big Tree Rong Trading)
An entity controlled by Wenquan Zhu
6.
Ting Yan
Chief Financial Officer and Director
●
in whole and not in part;
●
at a price of $0.01 per warrant;
●
upon a minimum of 30days prior written notice
of redemption, which we refer to as the 30-day redemption period; and
●
if, and only if, the last reported sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20trading days within a 30-tradingday period ending on the thirdtrading day prior to the date on which we send the notice of redemption to the warrant holders.
*
Filed herewith
BIG TREE CLOUD HOLDINGS LIMITED
June 12
, 2024
By:
/s/ Wenquan Zhu
Name:
Wenquan Zhu
Title:
Chairman of the Board of Directors and Chief Executive Officer
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S.dollars, except for share and per share data, or otherwise note)