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February 15, 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. 2 to Draft Registration Statement on Form F-4
Submitted February 8, 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
January 30, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4 submitted February 8, 2024
General
1.If the assets in your trust account are securities, including U.S. Government securities
or shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be
considered to be operating as an unregistered investment company. Disclose that if you
are found to be operating as an unregistered investment company, you may be required to
change your operations, wind down your operations, or register as an investment company
under the Investment Company Act. Also include disclosure with respect to the

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 February 15, 2024 Page 2
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
February 15, 2024
Page 2
consequences to investors if you are required to wind down your operations as a result of
this status, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire worthless.
2.We note your disclosure that the NTA Requirement Amendment Proposal would remove
from Plutonian’s charter the requirement that Plutonian will not consummate a business
combination unless it has net tangible assets of at least $5,000,001 upon consummation
thereof. We further note that the NTA Proposal does not appear to be conditioned on
approval of the Business Combination Proposal, and that you disclose Plutonian believes
it and the combined entity can rely on the Exchange Rule to avoid being treated as a
penny stock. However, if the amount in the trust falls below $5,000,001 as a result of
redemptions, Plutonian would likely no longer meet the Nasdaq listing standards. At that
point, it is possible that Plutonian would become a penny stock. Please revise disclosure in
your Questions and Answers section and elsewhere as appropriate to clearly discuss the
impact that the trust falling below $5,000,001 would have upon Plutonian's listing on
Nasdaq and discuss the consideration given to this possibility in the Board of Directors'
determination to propose to remove this provision from its charter. Please provide clear
disclosure that removal of this provision could result in Plutonian's securities falling
within the definition of penny stock and clearly discuss the related risks to Plutonian and
its investors. Additionally revise your disclosure to clarify whether the NTA Proposal is
conditioned upon the approval and/or closing of the business combination.
Summary of the Proxy Statement/Prospectus, page 1
3.We note you have deleted references to the prior redemption of shares. Please include
information regarding the redemption of 2,510,358 shares in connection with the
shareholder meeting on August 8, 2023, in your summary section.
Risk Factors, page 31
4.Please revise your risk factor disclosure relating to the NTA Requirement Amendment
Proposal to fully discuss the consequences and related risks to each of Plutonian and the
combined entity in the event that the NTA Proposal is adopted or is not adopted.
We do not have a specified maximum redemption threshold in the SPAC Charter...., page 74
5.Please revise disclosure indicating that Plutonian's charter does not contain "a specified
maximum redemption threshold," to reconcile the apparent inconsistency with the
shareholder proposal to remove the net tangible asset requirement from the charter. We
note references to "cash conditions pursuant to the terms of the Merger Agreement;"
please describe these with the other conditions to closing in your summary section, or
revise accordingly.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 February 15, 2024 Page 3
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
February 15, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro forma Presentation, page 174
6.We understand the maximum redemption scenario (scenario 2) is determined based on the
Plutonian stockholders’ approval of amending the charter to remove the $5,000,001 NTA
requirement. Please revise your disclosure in adjustment 4 (within the Unaudited Pro
Forma Combined Balance Sheet Adjustments on page 177) to discuss (and quantify) the
maximum share redemption that could occur to consummate the merger transaction in the
event the Proposal No. 6 does not get approved.
            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