US Market News
4月前
Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share ConsolidationFebruary 19, 2026 8:30 AM
PR Newswire (US)
SHENZHEN, China, Feb. 19, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the "Company") (NASDAQ: DSY) today announced that it held an extraordinary general meeting on January 30, 2026, at which the shareholders approved the consolidation of every 20 ordinary shares into one ordinary share and the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares). The Company's Class A ordinary shares are expected to begin trading on The Nasdaq Capital Market at the open of business on February 23, 2026, and will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132.Reverse Stock SplitThe Reverse Stock Split has been approved by the Company's shareholders and the Company's board of directors. The ordinary shares were consolidated by consolidating each 20 ordinary shares of the Company, with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares.No fractional shares were issued, and any fractional share interests resulting from the consolidation were rounded up to the next whole share. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.Dual-Class Share StructureUpon and immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each.Upon and immediately following the effectiveness of the Dual-Class Share Structure, the shares of the Company were redesignated with immediate effect as follows:(i) the 3,500,000 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the name of PLOUTOS GROUP LIMITED be redesignated as 3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares);
(ii) the remaining 1,251,873 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the names of various shareholders be redesignated as 1,251,873 issued class A ordinary shares of US$0.002 each;
(iii) the 18,748,127 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 18,748,127 authorised but unissued class A ordinary shares; and
(iv) the 1,500,000 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 1,500,000 authorised but unissued class B ordinary shares.Concurrently, the Company amended its memorandum and articles of incorporation to adjust the authorised share capital of the Company to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each. All outstanding options, warrants, and other securities granting holders the right to purchase or acquire ordinary shares, if any, will be adjusted in accordance with their respective terms.Management Commentary
"Today marks a significant milestone as we implement a refined capital structure designed to support the next phase of growth for Big Tree Cloud," stated a company spokesperson. "This share consolidation aims to establish a stronger market position for our stock. The introduction of a dual-class structure provides our management team with the stability needed to execute our long-term vision and strategy, focusing on driving innovation and sustainable value for all stakeholders. These proactive measures strengthen our corporate foundation and underscore our commitment to robust governance."About Big Tree Cloud
Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China's personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company's development.Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company's final prospectus and other reports it files with the U.S. Securities and Exchange Commission (the "Commission") before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com
View original content:https://www.prnewswire.com/news-releases/big-tree-cloud-holdings-limited-announces-implementation-of-class-ab-share-structure-and-1-for-20-share-consolidation-302692330.htmlSOURCE Big Tree Cloud Holdings Limited
Original: Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation
US Market News
4月前
Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share ConsolidationFebruary 11, 2026 9:15 AM
PR Newswire (US)
SHENZHEN, China, Feb. 11, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the "Company") (NASDAQ: DSY) today announced that it held an extraordinary general meeting on January 30, 2026, at which the shareholders approved the consolidation of every 20 ordinary shares into one ordinary share and the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares).The Company's Class A ordinary shares are expected to begin trading on The Nasdaq Capital Market at the open of business on February 12, 2026, and will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132.Reverse Stock SplitThe Reverse Stock Split has been approved by the Company's shareholders and the Company's board of directors. The ordinary shares were consolidated by consolidating each 20 ordinary shares of the Company, with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares.No fractional shares were issued, and any fractional share interests resulting from the consolidation were rounded up to the next whole share. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.Dual-Class Share StructureUpon and immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each.Upon and immediately following the effectiveness of the Dual-Class Share Structure, the shares of the Company were redesignated with immediate effect as follows:(i) the 3,500,000 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the name of PLOUTOS GROUP LIMITED be redesignated as 3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares;(ii) the remaining 1,251,873 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the names of various shareholders be redesignated as 1,251,873 issued class A ordinary shares of US$0.002 each;(iii) the 18,748,127 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 18,748,127 authorised but unissued class A ordinary shares; and(iv) the 1,500,000 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 1,500,000 authorised but unissued class B ordinary shares.Concurrently, the company amended its memorandum and articles of incorporation to adjust the authorised share capital of the Company to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each. All outstanding options, warrants, and other securities granting holders the right to purchase or acquire ordinary shares, if any, will be adjusted in accordance with their respective terms.Management Commentary"Today marks a significant milestone as we implement a refined capital structure designed to support the next phase of growth for Big Tree Cloud," stated a company spokesperson."This share consolidation aims to establish a stronger market position for our stock. The introduction of a dual-class structure provides our management team with the stability needed to execute our long-term vision and strategy, focusing on driving innovation and sustainable value for all stakeholders. These proactive measures strengthen our corporate foundation and underscore our commitment to robust governance."About Big Tree CloudFounded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China's personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company's development.Forward-Looking StatementsCertain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company's final prospectus and other reports its files with the U.S. Securities and Exchange Commission (the "Commission") before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com
View original content:https://www.prnewswire.com/news-releases/big-tree-cloud-holdings-limited-announces-implementation-of-class-ab-share-structure-and-1-for-20-share-consolidation-302685042.htmlSOURCE Big Tree Cloud Holdings Limited
Original: Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation
iamthe walrus
9月前
If you want info on the background of the company who now manly does business in China you can fing out much in this Merger agreement back in 2023 . I lists all these companies who were merged together . The main business in China sells womens personal products but they look to expand as i understand in other ways through consolidating these companies together .
https://app.quotemedia.com/data/downloadFiling?webmasterId=90423&ref=319423581&type=HTML&symbol=DSY&cdn=05674d7de62ff65fdebe3b168a6b9823&companyName=Big+Tree+Cloud+Holdings+Limited&formType=F-3&formDescription=Registration+statement+for+securities+of+certain+foreign+private+issuers&dateFiled=2025-08-29
AGREEMENT AND PLAN OF MERGER
dated
October 9, 2023
by and among
Big Tree Cloud International Group Limited,
Guangdong Dashuyun Investment Holding Group Co., Ltd. (????????????????),
Big Tree Cloud Holdings Limited,
Big Tree Cloud Merger Sub I Limited,
Big Tree Cloud Merger Sub II Inc.,
and
Plutonian Acquisition Corp.
https://www.sec.gov/Archives/edgar/data/1929231/000101376223002946/ea186570ex2-1_plutoni.htm
PROSPECTUS SUMMARY
Business Overview
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operation. We carry out our business in China primarily through our PRC operating subsidiaries. We are a consumer-oriented, mission-driven and technology-empowered company encompassing development, production, distribution and sales and brand promotion of personal care products and other consumer goods under a consumer to manufacturer and merchant model, or C2M. We are devoted to establishing a platform to consolidate the vast resource of the personal care product industry in China and strive to become a well-known brand in China and globally. In particular, we focus on the development and production and sales of feminine hygiene products including sterilized feminine pads, menstrual pants and other feminine hygiene products. We incorporated a C2M model as part of our platform to connect our online and offline operations to create a community for our consumers to provide product feedbacks and requests and enhance our continuous delivery of high-quality products. We aim to integrate our resources and capabilities to promote our brand in order to strengthen our competitiveness in the vast feminine hygiene and personal care products in China.
As an emerging company with expanding business operations, our product portfolio included more than 50 commercialized products, including nine series of feminine pads. Big Tree Cloud is our flagship brand for feminine hygiene products, under which we have developed and commercialized multiple series of sterilized feminine pad products and menstrual pants products, including the Gold Series, DSY Air Series, Aurora Series, Classic Series, Favorita Series, O2 Series and Cloud Pants. In addition, we also own Yaluota, our sub-brand specifically designed for the younger age group, under which we have developed and commercialized feminine hygiene pad products including the Smiling Series, Youth Series and Z Series. We currently focus on the production and sales of feminine hygiene products, including sterilized feminine pads and menstrual pants. Based on our understanding of our target consumers’ demand, we selectively introduced additional products, including body and oral care products, accessories and other products (primarily the distribution of dietary supplements) to address unmet needs of our core consumer base. We have continuously expanded our products coverage in China as we have established sales channels with over 200 large retail stores and supermarkets as of August 10, 2025.
We previously owned two (2) production plants in Dongguan, China on leased premises comprising approximately 5,700 square meters, which mainly serves the production function for our feminine pad products. In August 2024, we sold our manufacturing facilities to a third party to become an asset-light company and agreed for it to manufacture our products on a “make-per-order” basis using the facilities we previously built. We have experience working with third-party merchants to complement our production capabilities and will continue this model to allocate resources efficiently. Engaging independent merchants for our body, oral care, and other products gives us flexibility to diversify our portfolio, control costs, and maintain strict quality standards to meet consumer demand. We sold our facilities as part of our resource optimization and business development strategy.
Having operated in China’s personal and feminine hygiene care industry, we identified significant opportunities in developing and producing raw materials for feminine pads, enabling us to diversify our operations and position ourselves as a reliable supplier to medium-size manufacturers. On January 10, 2025, Guangdong Dashuyun and Guangdong Jiasiwei New Materials Technology Co., Ltd. jointly established Guangdong Yunjia Innovative Materials Co., Ltd. (“Guangdong Yunjia”), in which Guangdong Dashuyun holds 51% equity interests. Guangdong Yunjia is primarily engaged in the research, development, production and sales of hot air nonwoven fabrics. Its main products include hot air, spunbond, double-card, perforated, and printed nonwoven fabrics and it offers functional nonwoven solutions by applying microcapsules or active ingredients through various finishing techniques, enabling features such as moisturizing, deodorizing, antibacterial, and mosquito-repellent effects. Through Guangdong Yunjia, we aim to expand into high value-added nonwoven materials sector and enhance our strategic presence across the new materials value chain. See “—Recent Development and Business Strategies” below.
1
We have experienced strong financial performance since our inception. For the six months ended December 31, 2024, our unaudited net revenue was US$1.0 million. For the years ended June 30, 2024 and 2023, our net revenues were US$7.3 million and US$6.3 million, respectively. Our revenues from the sales of sterilized feminine hygiene products represented 23.5%, 60.2% and 70.5% of our revenues for the years ended June 30, 2022, 2023 and 2024, respectively. 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.
Recent Development and Business Strategies
On January 10, 2025, Guangdong Dashuyun and Guangdong Jiasiwei New Materials Technology Co., Ltd. jointly established Guangdong Yunjia, in which Guangdong Dashuyun holds 51% equity interests. Guangdong Yunjia is primarily engaged in the research, development, production and sales of high-end hot air nonwoven fabrics. Guangdong Yunjia’s principal products include hot air nonwoven fabrics, spunbond nonwoven fabrics, double-card nonwoven fabrics, perforated nonwovens, and printed nonwovens. It provides customers with comprehensive functional hot air nonwoven fabric solutions by precisely applying microcapsule solutions, pastes, or powdered ingredients to designated areas of products through techniques such as spraying, coating, printing, dipping, or sprinkling. These processes enable value-added features such as moisturizing, hydrating, deodorizing, antibacterial, mosquito-repellent, and other functionalities, thereby addressing consumers’ demand for customized products and offering them greater choice.
Core Products and Technical Features
Guangdong Yunjia focuses primarily on hot-air bonded nonwoven fabrics, which are characterized by high functionality, softness, bulkiness, breathability, and low dust residue. These materials are widely applied in personal hygiene products, including baby diapers and the top sheet of feminine pads, as well as in home care uses such as wet wipes and filtration materials.
Guangdong Yunjia employs internationally advanced “one-step hot-air bonding technology,” which involves fiber opening, air-laid web formation, hot-air through bonding, cooling and shaping, and final winding and slitting. A key innovation lies in its precise temperature control system (±1°C), which enables flexible bonding between fibers without damaging fiber structures, thereby significantly improving skin-friendliness and uniformity of strength. Guangdong Yunjia primarily uses ES composite fibers as raw materials, including PE/PP sheath-core fibers, PE/PET fibers, eccentric fibers, and side-by-side fibers. Its hot-air nonwoven fabric production lines are equipped with advanced machinery such as bale openers, fiber openers, carding machines, flat-web hot-air ovens, online defect detectors, and winders. From the input of raw fiber materials to the output of finished hot-air nonwoven fabrics, the entire production cycle is completed within approximately one hour, enabling efficient and scalable manufacturing.
Corporate Information
The Company was incorporated in the Cayman Islands as a merger vehicle to facilitate the Business Combination between Plutonian, a blank check company incorporated in the state of Delaware which was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, and Holdco, which was incorporated in the Cayman Islands. Upon closing of the Business Combination on June 6, 2024, Holdco merged with Merger Sub 1, with Merger Sub 1 being the surviving entity. Plutonian merged with Merger Sub 2, with Merger Sub 2 being the surviving entity. As a result of the Business Combination, both Holdco and Plutonian became a wholly owned subsidiary of the Company and the business of Holdco became our business. Our Ordinary Shares have been listed on the Nasdaq Global Market under the symbol “DSY” since June 7, 2024 and our Warrants have been listed on the Nasdaq Capital Market under the symbol “DSYWW” since June 7, 2024. The Company conducts all of its operations and generates all of its revenue through its subsidiaries in the PRC.
Our principal place of business is located at Building B4, Qianhai Shengang Fund Town, Nanshan District, Shenzhen, China 518052, PRC and its phone number is +86 0755 2759-5623. Big Tree Cloud’s registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited of 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
PROSPECTUS SUMMARY
Business Overview
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operation. We carry out our business in China primarily through our PRC operating subsidiaries. We are a consumer-oriented, mission-driven and technology-empowered company encompassing development, production, distribution and sales and brand promotion of personal care products and other consumer goods under a consumer to manufacturer and merchant model, or C2M. We are devoted to establishing a platform to consolidate the vast resource of the personal care product industry in China and strive to become a well-known brand in China and globally. In particular, we focus on the development and production and sales of feminine hygiene products including sterilized feminine pads, menstrual pants and other feminine hygiene products. We incorporated a C2M model as part of our platform to connect our online and offline operations to create a community for our consumers to provide product feedbacks and requests and enhance our continuous delivery of high-quality products. We aim to integrate our resources and capabilities to promote our brand in order to strengthen our competitiveness in the vast feminine hygiene and personal care products in China.
As an emerging company with expanding business operations, our product portfolio included more than 50 commercialized products, including nine series of feminine pads. Big Tree Cloud is our flagship brand for feminine hygiene products, under which we have developed and commercialized multiple series of sterilized feminine pad products and menstrual pants products, including the Gold Series, DSY Air Series, Aurora Series, Classic Series, Favorita Series, O2 Series and Cloud Pants. In addition, we also own Yaluota, our sub-brand specifically designed for the younger age group, under which we have developed and commercialized feminine hygiene pad products including the Smiling Series, Youth Series and Z Series. We currently focus on the production and sales of feminine hygiene products, including sterilized feminine pads and menstrual pants. Based on our understanding of our target consumers’ demand, we selectively introduced additional products, including body and oral care products, accessories and other products (primarily the distribution of dietary supplements) to address unmet needs of our core consumer base. We have continuously expanded our products coverage in China as we have established sales channels with over 200 large retail stores and supermarkets as of August 10, 2025.
We previously owned two (2) production plants in Dongguan, China on leased premises comprising approximately 5,700 square meters, which mainly serves the production function for our feminine pad products. In August 2024, we sold our manufacturing facilities to a third party to become an asset-light company and agreed for it to manufacture our products on a “make-per-order” basis using the facilities we previously built. We have experience working with third-party merchants to complement our production capabilities and will continue this model to allocate resources efficiently. Engaging independent merchants for our body, oral care, and other products gives us flexibility to diversify our portfolio, control costs, and maintain strict quality standards to meet consumer demand. We sold our facilities as part of our resource optimization and business development strategy.
Having operated in China’s personal and feminine hygiene care industry, we identified significant opportunities in developing and producing raw materials for feminine pads, enabling us to diversify our operations and position ourselves as a reliable supplier to medium-size manufacturers. On January 10, 2025, Guangdong Dashuyun and Guangdong Jiasiwei New Materials Technology Co., Ltd. jointly established Guangdong Yunjia Innovative Materials Co., Ltd. (“Guangdong Yunjia”), in which Guangdong Dashuyun holds 51% equity interests. Guangdong Yunjia is primarily engaged in the research, development, production and sales of hot air nonwoven fabrics. Its main products include hot air, spunbond, double-card, perforated, and printed nonwoven fabrics and it offers functional nonwoven solutions by applying microcapsules or active ingredients through various finishing techniques, enabling features such as moisturizing, deodorizing, antibacterial, and mosquito-repellent effects. Through Guangdong Yunjia, we aim to expand into high value-added nonwoven materials sector and enhance our strategic presence across the new materials value chain. See “—Recent Development and Business Strategies” below.
1
We have experienced strong financial performance since our inception. For the six months ended December 31, 2024, our unaudited net revenue was US$1.0 million. For the years ended June 30, 2024 and 2023, our net revenues were US$7.3 million and US$6.3 million, respectively. Our revenues from the sales of sterilized feminine hygiene products represented 23.5%, 60.2% and 70.5% of our revenues for the years ended June 30, 2022, 2023 and 2024, respectively. 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.
Recent Development and Business Strategies
On January 10, 2025, Guangdong Dashuyun and Guangdong Jiasiwei New Materials Technology Co., Ltd. jointly established Guangdong Yunjia, in which Guangdong Dashuyun holds 51% equity interests. Guangdong Yunjia is primarily engaged in the research, development, production and sales of high-end hot air nonwoven fabrics. Guangdong Yunjia’s principal products include hot air nonwoven fabrics, spunbond nonwoven fabrics, double-card nonwoven fabrics, perforated nonwovens, and printed nonwovens. It provides customers with comprehensive functional hot air nonwoven fabric solutions by precisely applying microcapsule solutions, pastes, or powdered ingredients to designated areas of products through techniques such as spraying, coating, printing, dipping, or sprinkling. These processes enable value-added features such as moisturizing, hydrating, deodorizing, antibacterial, mosquito-repellent, and other functionalities, thereby addressing consumers’ demand for customized products and offering them greater choice.
Core Products and Technical Features
Guangdong Yunjia focuses primarily on hot-air bonded nonwoven fabrics, which are characterized by high functionality, softness, bulkiness, breathability, and low dust residue. These materials are widely applied in personal hygiene products, including baby diapers and the top sheet of feminine pads, as well as in home care uses such as wet wipes and filtration materials.
Guangdong Yunjia employs internationally advanced “one-step hot-air bonding technology,” which involves fiber opening, air-laid web formation, hot-air through bonding, cooling and shaping, and final winding and slitting. A key innovation lies in its precise temperature control system (±1°C), which enables flexible bonding between fibers without damaging fiber structures, thereby significantly improving skin-friendliness and uniformity of strength. Guangdong Yunjia primarily uses ES composite fibers as raw materials, including PE/PP sheath-core fibers, PE/PET fibers, eccentric fibers, and side-by-side fibers. Its hot-air nonwoven fabric production lines are equipped with advanced machinery such as bale openers, fiber openers, carding machines, flat-web hot-air ovens, online defect detectors, and winders. From the input of raw fiber materials to the output of finished hot-air nonwoven fabrics, the entire production cycle is completed within approximately one hour, enabling efficient and scalable manufacturing.
iamthe walrus
9月前
Big Tree Cloud Holdings Limited ( Offering filred on August 28 2025 ) 86,972,928 Ordinary Shares issued and outstanding, of which 70,000,000 Ordinary Shares are held by affiliates, 16,972,928 Ordinary Shares are held by non-affiliates, looks like they will be selling these shares to raise money for the company . I dont see any news today ?? Any thoughts
OFFERING filed on Aug 28 2025
$100,000,000 of
Ordinary Shares
Warrants
Debt Securities
Rights
and
Units
We may offer, issue and sell from time to time up to $100,000,000, or its equivalent in any other currency, currency units, or composite currency or currencies, of our ordinary shares of par value $0.0001 each (the “Ordinary Shares”), warrants to purchase Ordinary Shares, debt securities, rights and a combination of such securities, separately or as units, in one or more offerings. This prospectus provides a general description of offerings of these securities that we may undertake. We refer to our Ordinary Shares, warrants, debt securities, rights and units collectively as “securities” in this prospectus.
This prospectus provides a general description of the securities we may offer. Each time we sell the securities, we will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
We may offer and sell the securities from time to time at fixed prices, at market prices or at negotiated prices, to or through underwriters, to other purchasers, through agents, or through a combination of these methods, on a continuous or delayed basis. See “Plan of Distribution”. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
Our Ordinary Shares are currently traded on the Nasdaq Global Market under the symbol “DSY.” On August 28, 2025, the last reported sale price of our Ordinary Shares on Nasdaq was $1.07 per share. Our warrants, each exercisable to purchase one (1) Ordinary Share, are currently traded on the Nasdaq Capital Market under the symbol “DSYWW.” On August 28, 2025, the last reported sale price of our warrants on Nasdaq was $0.0212 per warrant. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on Nasdaq or other securities exchange of the securities covered by the prospectus supplement.
The aggregate market value of our outstanding Ordinary Shares held by non-affiliates is approximately US$ $18.16 million, based on 86,972,928 Ordinary Shares issued and outstanding, of which 70,000,000 Ordinary Shares are held by affiliates, 16,972,928 Ordinary Shares are held by non-affiliates, and the price of US$1.07 per share based on the closing sale price of our Ordinary Shares on August 28, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities registered on the registration statement to which this prospectus forms a part with a value exceeding one-third of the aggregate market value worldwide of our outstanding common equity held by non-affiliates (which we refer to as our public float) in any 12-month period so long as our public float remains below US$75,000,000.
https://app.quotemedia.com/data/downloadFiling?webmasterId=90423&ref=319423581&type=HTML&symbol=DSY&cdn=05674d7de62ff65fdebe3b168a6b9823&companyName=Big+Tree+Cloud+Holdings+Limited&formType=F-3&formDescription=Registration+statement+for+securities+of+certain+foreign+private+issuers&dateFiled=2025-08-29
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