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December 15, 2023
Wenquan Zhu
Chief Executive Officer
Big Tree Cloud Holdings Limited
Room 3303, Building 1
Zhongliang Yunjing Plaza
Heshuikou Community, Matian Street
Guangming District, Shenzhen 518083, China
Re:Big Tree Cloud Holdings Limited
Draft Registration Statement on Form F-4
Submitted November 22, 2023
CIK No. 0001999297
Dear Wenquan Zhu:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted November 22, 2023
General
1.The Sample Letters to China-Based Companies seek specific disclosure relating to the risk
that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also seek specific disclosures relating to uncertainties regarding the enforcement of laws

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 December 15, 2023 Page 2
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
December 15, 2023
Page 2
and that the rules and regulations in China can change quickly with little advance
notice. We do not believe that your disclosure conveys the same risk. For example, and
without limitation, we note your disclosure that “The PRC government has the authority
to supervise the operation of Big Tree Cloud’s business” and “The PRC government has
oversight discretion over the conduct of PubCo’s business and may intervene with or
influence our operations as the government deems appropriate to further regulatory,
political and societal goals.” Please revise your cover page, summary, and risk factor
disclosure relating to legal and operational risks associated with operating in China and
PRC regulations for consistency with the Sample Letters.
2.Please revise your definition of "PRC" or "China" on page iv to include Hong Kong and
Macau or, alternatively, revise your risk factors and other disclosure to address Hong
Kong and Macau with the same degree of comprehensiveness as you describe China.
3.With a view toward disclosure, please tell us whether the SPAC’s sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or
any entity associated with or otherwise involved in the transaction, is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact the parties’ ability to complete the initial business
combination. For instance, discuss the risk to investors that the parties may not be able to
complete an initial business combination should the transaction be subject to review by a
U.S. government entity, such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for
government review of the transaction or a decision to prohibit the transaction could
prevent the parties from completing an initial business combination and require the SPAC
to liquidate. Disclose the consequences of liquidation to investors, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. In addition, please revise your
disclosure regarding regulatory approvals on pages 13 and 87 as appropriate to reflect
such governmental review.
4.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
5.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
6.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 December 15, 2023 Page 3
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
December 15, 2023
Page 3
7.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
8.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
9.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
10.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
11.We note that the SPAC IPO underwriter performed additional services after the IPO and
part of the IPO underwriting fee was deferred and conditioned on completion of a
business combination. Please quantify the aggregate fees payable to the SPAC IPO
underwriter that are contingent on completion of the business combination.
12.Please tell us, with a view toward disclosure, whether you have received notice from the
underwriters or any other firm engaged in connection with the SPAC’s initial public
offering about ceasing involvement in your transaction and how that may impact your
deal, including the deferred underwriting compensation owed for the SPAC’s initial
public offering.
Questions and Answers about the Business Combination and Special Meeting
Will I experience dilution as a result of the Business Combination?, page xiii
13.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution
(including the amount of equity held by founders and any convertible securities, including
public warrants retained by redeeming shareholders, private warrants, and convertible
notes), at each of the redemption levels detailed in your sensitivity analysis, including any
needed assumptions. Please also clarify the maximum redemption scenario in light of the
disclosure on page 18 that, “Plutonian does not have a specified maximum redemption
threshold in its Charter.”

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 December 15, 2023 Page 4
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
December 15, 2023
Page 4
Summary of the Proxy Statement/ Prospectus, page 1
14.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor for a period of two consecutive years, and that as a result an
exchange may determine to delist your securities.
15.We note your disclosure on page 15 that "the PRC Subsidiaries have obtained the requisite
licenses and permits from the PRC government authorities that are material for its
business operation." Please revise to describe each permission or approval that you or any
of your subsidiaries are required to obtain from Chinese authorities to operate your
business. State affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
Organizational Structure, page 3
16.Please revise references to “Pre-Business Combination HoldCo Shareholders” to identify
Mr. Wenguan Zhu as the shareholder, consistent with disclosure on the cover page and
page 170. In addition, revise the diagram on page 4 to reflect the ownership of the
financial advisors and to disclose, by footnote or otherwise, how ownership percentages
would change as the result of a PIPE investment. Revise the references to “onshore” and
“offshore” to more clearly refer to China.
Conduct Prior to Closing; Covenants, page 5
17.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to the PIPE Investment contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the PIPE Investment.
Conditions to Closing, page 6
18.Please revise your disclosure to clearly identify all material closing conditions and to
indicate which may be waived.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 December 15, 2023 Page 5
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
December 15, 2023
Page 5
Controlled Company, page 13
19.We note your disclosure here that you will be a controlled company following the
business combination. Please include risk factor disclosure that discusses the effect, risks
and uncertainties of being designated a controlled company, including but not limited to,
the result that you may elect not to comply with certain corporate governance
requirements. Additionally highlight potential conflicts of interest related to the
management roles and controlling shareholding interest of Mr. Wenquan Zhu.
Summary of Risk Factors
Risks Related to Doing Business in China, page 17
20.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Risk Factors
We have a limited number of current customers..., page 28
21.We note your disclosure on page 28 regarding your limited number of current
customers. Please provide the disclosure regarding your dependence
on limited customers in your business section. Refer to Item 4.B.6 of Form 20-F. Also, if
applicable, disclose the material terms of your agreement with this customer, including the
term and any termination provisions, and file the agreement as an exhibit. Refer to Item
601(b)(10) of Regulation S-K.
Our operations have been, and may continue to be affected by..., page 36
22.Please disclose (1) whether your business segments, products, lines of service, projects, or
operations are materially impacted by the pandemic related lockdowns in China and (2)
the impact of consumer demand declines in China. In addition, discuss any steps you are
taking to mitigate adverse impacts to your business.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 December 15, 2023 Page 6
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
December 15, 2023
Page 6
Heightened geopolitical tensions, particularly between the United States..., page 42
23.Please revise your filing, as applicable, to provide more specific disclosure related to the
direct or indirect impact that Russia's invasion of Ukraine and the international response
have had or may have on your business. For additional guidance, please see the Division
of Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
Risks Related to Doing Business in China, page 44
24.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
The Combined Company will be required to meet the initial listing requirements to be listed on
Nasdaq..., page 75
25.Please revise your disclosure to clarify whether Nasdaq listing is a closing condition and,
if so, whether it can be waived. In this regard, we note the statement in the preceding risk
factor that “Nasdaq may not list the PubCo Ordinary Shares on its exchange.”
Additionally revise your disclosure to describe the consequences to investors if the post-
combination company fails to meet the Nasdaq standards for continued listing.
Activities taken by Plutonian's affiliates to purch