SEC Comment Letter 0000000000-24-003292 to Big Tree Cloud Holdings Ltd (DSY)
Big Tree Cloud Holdings Ltd
Date: March 26, 2024 · CIK: 0001999297 · Accession: 0000000000-24-003292
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277882
Letter
United States securities and exchange commission logo March 26, 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 Registration Statement on Form F-4 Filed March 26, 2024 File No. 333-277882 Dear Wenquan Zhu: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 21, 2024 letter. Amendment No. 1 to Registration Statement on Form F-4 filed March 26, 2024 Exhibits 1.We note your response to prior comment 4 and reissue it in part. Please file all exhibits in your next amendment, or tell us when you intend to do so. Please also confirm your understanding that the staff will need sufficient time to review this information, and we may have additional comments at that time.
FirstName LastNameWenquan Zhu Comapany NameBig Tree Cloud Holdings Limited March 26, 2024 Page 2 FirstName LastName Wenquan Zhu Big Tree Cloud Holdings Limited March 26, 2024 Page 2 2.Please revise the footnotes to your exhibit index to accurately reflect redactions. In this regard, we note that a footnote on page II-3 refers to Item 601(b)(2), but this footnote does not appear to be used. We further note that Exhibits 10.15 and 10.16 appear to redact certain personal information pursuant to Item 601(a)(6) of Regulation S-K, but this is not indicated by a footnote. 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
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United States securities and exchange commission logo
March 26, 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 Registration Statement on Form F-4
Filed March 26, 2024
File No. 333-277882
Dear Wenquan Zhu:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 21, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed March 26, 2024
Exhibits
1.We note your response to prior comment 4 and reissue it in part. Please file all exhibits in
your next amendment, or tell us when you intend to do so. Please also confirm your
understanding that the staff will need sufficient time to review this information, and we
may have additional comments at that time.
FirstName LastNameWenquan Zhu
Comapany NameBig Tree Cloud Holdings Limited
March 26, 2024 Page 2
FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
March 26, 2024
Page 2
2.Please revise the footnotes to your exhibit index to accurately reflect redactions. In this
regard, we note that a footnote on page II-3 refers to Item 601(b)(2), but this footnote does
not appear to be used. We further note that Exhibits 10.15 and 10.16 appear to redact
certain personal information pursuant to Item 601(a)(6) of Regulation S-K, but this is not
indicated by a footnote.
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