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January 30, 2024
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
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 16, 2024
CIK No. 0001999297
Dear Wenquan Zhu:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
December 15, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted January 16, 2024
General
1.We note your revisions in response to prior comment 1 and reissue the comment in
full. 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

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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
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 regulates the
commercial economy by refining and modifying the legal and regulatory system from
time to time...” and “Similar to conducting business in other foreign jurisdictions outside
of the U.S., we face certain risks arising from a foreign legal system, including risks and
uncertainties regarding the changes, interpretation and enforcement of laws and the
evolving status of rules and regulations in China...” 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.Your revisions in response to prior comment 13 indicate that Plutonian has no specified
maximum redemption threshold in its certificate of incorporation, yet will not redeem
stock in an amount to cause its net tangible assets to be less than US$5,000,001 upon
consummation of the business combination (such that it is not subject to “penny stock”
rules). Please discuss this net tangible asset limitation more fully in an appropriate section
of your registration statement. Indicate whether Plutonian may decide to waive this
limitation and, if so, additionally disclose how shareholders will be notified and discuss
material related risks.
3.We note your response to prior comment 44 and reissue it in part. Please address the
apparently unrelated references throughout the proxy statement/prospectus including,
without limitation, "other entertainment companies" on page 67 and "proceeds from this
offering" on page 152.
Summary of Risk Factors
Risks Related to Doing Business in China, page 21
4.We note your response to prior comment 20 and reissue it in full. 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

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January 30, 2024
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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
Risks Related to Doing Business in China, page 49
5.We note your response to prior comment 24 and reissue it in full. 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.
There may exist uncertainties with respect to effecting service of legal process . . . , page 71
6.Please reinstate disclosure regarding shareholder claims or alternatively add a separate
risk factor regarding the ability of shareholders to pursue claims, including securities law
and fraud claims.
Material U.S. Federal Income Tax Consequences, page 110
7.We note your response to prior comment 35, but are unable to agree that the qualification
of the merger as a reorganization within the meaning of Section 368(a) is not material to
investors. Please provide a tax opinion as to the qualification of the Business Combination
under Section 368(a) and the tax consequences to shareholders. Please also revise your
disclosure beginning on page 110 to address Section 368(a) of the Code. Refer to Item
601(b)(8) of Regulation S-K and, for guidance, Section III.A of Staff Legal Bulletin No.
19. If there is uncertainty regarding the tax treatment of the mergers, then counsel may
issue an opinion subject to uncertainty as described in Section III.C.4 of Staff Legal
Bulletin No. 19.
8.Your revised disclosure in response to prior comment 35 indicates it is the opinion of
counsel that the exchange of shares pursuant to the business combination should qualify as
an exchange governed by Section 351(a) of the Code. Please further revise to explain why
counsel cannot give a “will” opinion and to describe the degree of uncertainty in the
opinion. Refer to Section III.C.4 of Staff Legal Bulletin 19 for guidance.

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Wenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
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Improve Our Production Capabilities, page 132
9.We note your revisions in response to prior comment 38. We also note your plan to
further expand production capacity of your existing plants and establish new
facilities. Please revise to include specific, concrete information regarding these plans,
including expected timing, capacity increases, capital requirements, and material obstacles
to overcome.
Big Tree Cloud Convenience Stores, page 139
10.We note your response to prior comment 39. Please further revise to discuss the
termination provisions of the franchise and licensing agreements.
Sales and Marketing, page 142
11.We note your response to prior comment 42. Please further revise to discuss the
termination provisions of the agreement.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
12.We refer to adjustment (6) which references payment of related party loans in June,
August and September 2023. Given that your pro forma balance sheet is presented as of
September 30, 2023, it is unclear why these repayment are not already reflected in the
historical balance sheet. Please advise.
13.We note your addition of adjustment (8) in response to prior comment 48. However, we
note no corresponding adjustment for the November extension payment in the pro forma
balance sheet on page 11. Please revise to include the $210,000 in the pro forma balance
sheet.

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 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
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            Please contact Heather Clark at 202-551-3624 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters. Please contact
Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Devin Geng