Big Tree Cloud Holdings Ltd F-4/A, filed Mar 27, 2024
Big Tree Cloud Holdings Ltd (DSY)
As submitted to the Securities and Exchange Commission on March 27, 2024.
Registration No. 333-277882
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
Amendment No. 2
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
Big Tree Cloud Holdings Limited
(Exact name of Registrant as specified in its charter)
_____________________________________
|
Cayman Islands |
5900 |
Not Applicable |
||
|
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
Room 3303, Building 1
Zhongliang Yunjing Plaza
Heshuikou Community, Matian Street
Guangming District, Shenzhen 518083, China
+86 0755 2759-5623
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_____________________________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
United States
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
With copies to:
|
Jia Yan, Esq. |
Weiheng Chen, Esq. |
_____________________________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions to the Business Combination contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Big Tree Cloud Holdings Limited is filing this Amendment No. 2 to its registration statement on Form F-4 (File No. 333-277882) (the “Registration Statement”) as an exhibit-only filing. Accordingly, this amendment consists only of the cover page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.
PubCo’s Amended Articles provides that every director and officer of PubCo, together with every former director and former officer of the Company (each an “Indemnified Person”) shall be indemnified out of the assets of the PubCo against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. No Indemnified Person shall be liable to PubCo for any loss or damage incurred by the PubCo as a result of the carrying out of their functions unless that liability arises through the actual fraud or willful default of such Indemnified Person. No person shall be found to have committed actual fraud or willful default under the Amended Articles unless or until a court of competent jurisdiction shall have made a finding to that effect.
The directors, on behalf of the PubCo, may purchase and maintain insurance for the benefit of any director or other officer of the PubCo.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 21. Exhibits and Financial Statement Schedules.
|
Exhibit |
Description |
|
|
2.1#* |
||
|
3.1†† |
Amended and Restated Memorandum and Articles of Association of PubCo, as currently in effect. |
|
|
3.2* |
||
|
3.3 |
||
|
3.4 |
||
|
4.1 |
||
|
4.2 |
||
|
4.3 |
||
|
4.4 |
||
|
4.5†† |
||
|
4.6†† |
||
|
4.7 |
||
|
4.8 |
||
|
4.9†† |
||
|
5.1†† |
Opinion of Maples and Calder (Hong Kong) LLP as to validity of PubCo Ordinary Shares. |
II-1
____________
* Included as an annex to this proxy statement/prospectus.
†† Previously filed
# Annexes, schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
‡ Certain confidential portions (indicated by brackets and asterisks) have been omitted from this Exhibit pursuant to Regulation S-K Item 601(b)(2).
II-2
Item 22. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
(5) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
II-3
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
B. The undersigned registrant hereby undertakes:
(1) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
D. The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
E. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Shenzhen, PRC, on March 27, 2024.
|
Big Tree Cloud Holdings Limited |
||||
|
By: |
/s/ Wenquan Zhu |
|||
|
Name: |
Wenquan Zhu |
|||
|
Title: |
Chairman of the Board of Directors and Chief Executive Officer |
|||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Wenquan Zhu, each acting alone, as attorneys-in-fact with full power of substitution for him or her in any and all capacities to do any and all acts and all things and to execute any and all instruments that said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-4 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities.
|
Signature |
Title |
Date |
||
|
/s/ Wenquan Zhu |
Chairman of the Board of Directors, |
March 27, 2024 |
||
|
Wenquan Zhu |
||||
|
/s/ Ting Yan |
Director, Chief Financial Officer |
March 27, 2024 |
||
|
Ting Yan |
||||
|
/s/ Frank Li |
Director |
March 27, 2024 |
||
|
Frank Li |
||||
|
/s/ Yumao Huang |
Director |
March 27, 2024 |
||
|
Yumao Huang |
II-5
AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of Big Tree Cloud Holdings Limited, has signed this registration statement in the City of New York, on March 27, 2024.
|
COGENCY GLOBAL INC. |
||||
|
By: |
/s/ Colleen A. De Vries |
|||
|
Name: |
Colleen A. De Vries |
|||
|
Title: |
Senior Vice-President on behalf of Cogency Global Inc. |
|||
II-6
Exhibit 5.2
March 27, 2024
Big Tree Cloud Holdings Limited
Room 3303, Building 1
Zhongliang Yunjing Plaza
Heshuikou Community, Matian Street
| Re: | Big Tree Cloud Holdings Limited Registration Statement on Form F-4 |
Ladies and Gentlemen:
We have acted as counsel to Big Tree Cloud Holdings Limited, a Cayman Islands exempted company (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form F-4 of the Company (as amended or supplemented through the date hereof, the “Registration Statement”), containing a proxy statement/prospectus relating to, among other things, the approval of the Business Combination (as defined below).
On October 9, 2023, the Company entered into that 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 the Cayman Islands (“Holdco”), Plutonian Acquisition Corp., a Delaware corporation (“Plutonian”), Big Tree Cloud Merger Sub I Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned subsidiary of the Company (“Merger Sub 1”), Big Tree Cloud Merger Sub II Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”), and Guangdong Dashuyun Investment Holding Group Co., Ltd., a limited liability company incorporated in the PRC, pursuant to which (1) 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 the Company, and (2) following confirmation of the effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Plutonian (the “SPAC Merger” and together with the Initial Merger, the “Mergers”), and Plutonian will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of the Company. The Mergers and the other transactions to be consummated pursuant to the Merger Agreement are collectively referred to as the “Business Combination.”
In connection with the Business Combination, (i) each unit of Plutonian (“Plutonian Unit”), consisting of one share of the Plutonian’ s common stock (“Plutonian Common Stock”), par value $0.0001 per share, one warrant (“Plutonian Warrant”) to purchase one Plutonian Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement (the “Warrant Agreement”), dated November 9, 2022, between Plutonian and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and one right of Plutonian (“Plutonian Right”) convertible into one-sixth (1/6) of a share of Plutonian Common Stock at the closing of the Business Combination, that is outstanding immediately prior to the effectiveness of the SPAC Merger, shall be automatically detached and the holder thereof shall be deemed to hold one share of Plutonian Common Stock, one Plutonian Warrant, and one Plutonian Right in accordance with the terms of the applicable Plutonian Unit; (ii) each share of Plutonian Common Stock that is issued and outstanding immediately prior to the effectiveness of the SPAC Merger (including each share of Plutonian Common Stock converted from Plutonian Rights) will automatically be cancelled and cease to exist in exchange for the right to receive one newly issued, fully paid and non-assessable ordinary share of the Company, par value $0.0001 per share (“Company Ordinary Shares”); (iii) each Plutonian Warrant that is issued and outstanding immediately prior to the effectiveness of the SPAC Merger will automatically be cancelled and cease to exist in exchange for the right to receive one warrant to purchase one Company Ordinary Share at an exercise price of $11.50 per share ( “Company Warrants”); (iv) each Plutonian Right that was issued and outstanding immediately prior to the effectiveness of the SPAC Merger will be cancelled and cease to exist in exchange for the right to receive one-sixth (1/6) share of Plutonian Common Stock; and (v) each ordinary share of Holdco, par value $1.00 per share, that is issued and outstanding immediately prior to the effectiveness of the Initial Merger will automatically be cancelled and cease to exist in exchange for the right to receive such number of Company Ordinary Shares.
Big Tree Cloud Holdings Limited
March 27, 2024
Page 2
The Registration Statement relates to the proposed issuance of up to (i) 80,253,454 Company Ordinary Shares (the “Merger Shares”); (ii) 6,016,125 Company Warrants; and (iii) 6,016,125 Company Ordinary Shares (the “Warrant Shares”) issuable upon exercise of Company Warrants, in connection with the Business Combination.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As such counsel and for purposes of our opinions set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, resolutions, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation: (i) the Registration Statement; (ii) the Merger Agreement; (ii) the Amended and Restated Memorandum and Articles of Association of the Company, as filed with the Commission on March 13, 2024 (the “Articles”); (iii) the form of Second Amended and Restated Memorandum and Articles of Association of the Company, as filed with the Commission on March 13, 2024; (iv) the Warrant Agreement, as filed with the Commission on November 16, 2022; (v) the form of a supplemental warrant agreement pertaining to the amendment of the Warrant Agreement to be entered among Plutonian, the Company and Continental (the “Supplemental Warrant Agreement”), as filed with the Commission on March 26, 2024 and (vi) the resolutions of the board of directors of the Company relating to, among other things, the entry into the Supplemental Warrant Agreement, the consummation of the Business Combination and the issuance of the Merger Shares, the Company Warrants and the Warrant Shares. In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) that the Company will enter into the Supplemental Warrant Agreement to assume all rights, duties and obligations of Plutonian under the Warrant Agreement upon the closing of the Business Combination, including with respect to Section 4.5 thereof providing for the issuance of the Company Ordinary Shares upon any exercise of the Company Warrants following the Business Combination; (ii) that the Company is a validly existing entity in the jurisdiction of its organization, in good standing in each applicable jurisdiction and has the power and authority to execute and deliver, and to perform its obligations under, the Warrant Agreement and the Supplemental Warrant Agreement, and that such execution, delivery and performance does not violate any provision of the Articles, as amended from time to time, and that at or prior to the time of delivery of any Company Warrants, the Board of Directors of the Company shall have duly established the terms of the Company Warrants and duly authorized the issuance and sale of the Company Warrants and such authorization shall not have been modified or rescinded; (ii) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to originals thereof, and that such originals are authentic and complete; (v) the legal capacity, competency and authority of all individuals executing documents submitted to us; (vi) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other documents by all parties thereto; (vii) that no documents submitted to us have been amended or terminated orally or in writing except as has been disclosed to us in writing; (viii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true, complete and correct on and as of the date hereof; (ix) that each of the officers and directors of the Company has properly exercised his or her fiduciary duties; (x) that all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof; (xi) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (xii) that the Company Warrants are in the form of specimen warrant as filed with Commission on March 13, 2024; (xiii) the Supplemental Warrant Agreement will be duly authorized, executed and delivered by the Company, Continental and Plutonian; and (xiv) the Warrant Agreement, after being amended by the Supplemental Warrant Agreement (the “Amended Warrant Agreement”), will be a valid, binding and enforceable agreement of each party thereto; and (xv) the Amended Warrant Agreement will be governed by the laws of the State of New York. As to all questions of fact material to this opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation or verification) upon representations and certificates or comparable documents of officers and representatives of the Company.
Big Tree Cloud Holdings Limited
March 27, 2024
Page 3
Based upon the foregoing, and in reliance thereon, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that when (i) the Registration Statement has been declared effective by order of the Commission (and not suspended or withdrawn), (ii) Business Combination is consummated pursuant to the terms of the Merger Agreement; and (iii) the Company Warrants have been issued and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement and the Merger Agreement, the Company Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (x) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally including, without limitation, fraudulent transfer or fraudulent conveyance laws; (y) public policy considerations, statutes or court decisions that may limit rights to obtain exculpation, indemnification or contribution (including, without limitation, indemnification regarding violations of the securities laws and indemnification for losses resulting from a judgment for the payment of any amount other than in United States dollars); and (z) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law.
Without limiting any of the other limitations, assumptions, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the laws of the State of New York, as in effect on the date of this opinion letter. With respect to all matters of Cayman Islands law, we note that you have received the opinion, dated as of March 25, 2024, of Maples and Calder (Hong Kong) LLP which is being filed as an exhibit to the Registration Statement on Form F-4 relating to the Company’s securities. We express no opinion to the extent that, future issuances of securities of the Company, including the shares underlying the Company Warrants and/or anti-dilution adjustments to outstanding securities of the Company, as applicable, may cause the Company Warrants to be exercisable for more shares than the number that then remain authorized but unissued.
This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.
This opinion letter is rendered solely in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion letter is rendered as of the date hereof, and we assume no obligation to supplement or revise this opinion letter or to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement, and we further consent to the use of our name in the Registration Statement and the prospectus that forms a part thereof. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Paul Hastings LLP |
Exhibit 23.1
 |
AUDIT ALLIANCE LLP® |  |
| A Top 18 Audit Firm | ||
| 10 Anson Road, #20-16 International Plaza, Singapore 079903. | ||
UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428
Website: www.allianceaudit.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of our report dated November 22, 2023, with respect to the consolidated financial statements of Big Tree Cloud Holdings Limited, as of and for the years ended June 30, 2023 and 2022 in this Amendment No. 2 to the Registration Statement on Form F-4 and the related prospectus of Big Tree Cloud Holdings Limited filed with the Securities and Exchange Commission. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Audit Alliance LLP
March 27, 2024
Exhibit 23.2
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Big Tree Cloud Holdings Limited on Amendment No. 2. To Form F-4 [FILE NO. 333-277882] of our report dated May 19, 2022, which includes an explanatory paragraph as to Plutonian Acquisition Corp.’s ability to continue as a going concern, with respect to our audit of the financial statements of Plutonian Acquisition Corp. as of December 31, 2021 and for the period from March 11, 2021 (inception) through December 31, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Friedman LLP
Friedman LLP
East Hanover, New Jersey
March 27, 2024
Exhibit 23.4
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Big Tree Cloud Holdings Limited on Amendment No. 2 to Form F-4 [FILE NO. 333-277882] of our report dated April 14, 2023, which includes an explanatory paragraph as to Plutonian Acquisition Corp.’s ability to continue as a going concern, with respect to our audit of the financial statements of Plutonian Acquisition Corp. as of December 31, 2022 and for the year then ended, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
East Hanover, New Jersey
March 27, 2024