Correspondence 0001213900-24-026487 from Big Tree Cloud Holdings Ltd (DSY)
Big Tree Cloud Holdings Ltd
Date: March 27, 2024 · CIK: 0001999297 · Accession: 0001213900-24-026487
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File numbers found in text: 333-277882
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CORRESP
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filename1.htm
March 27, 2024
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March 27, 2024
United States Securities and Exchange Commission (the “Commission”)
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Heather Clark
Hugh West
Patrick Fullem
Jennifer Angelini
Re:
Big Tree Cloud Holdings
Limited (the “Company”)
Registration Statement on Form F-4
File No. 333-277882 (the “Registration Statement”)
Dear Sirs and Madams:
Pursuant to Rule 461 of Regulation
C (“Rule 461”) under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness
of the Company’s above referenced Registration Statement on Form F-4 (File No. 333-277882), as amended, be accelerated by the Commission
so that it will become effective at 4:00 p.m. Eastern Standard Time on March 29, 2024 or as soon as practicable thereafter, unless the
Company notifies you otherwise prior to such time.
If there is any change in the
acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral
request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an
executive officer of the Company or by any attorney from the Company’s U.S. counsel, Paul Hastings LLP.
Please do not hesitate to contact
Jia Yan at 86 (021) 6103-2969 or jiayan@paulhastings.com or Devin Geng at 86 (021) 6103-2971 or devingeng@paulhastings.com of Paul Hastings
LLP with any questions or comments. In addition, please notify Mr. Yan or Mr. Geng when this request for acceleration has been granted.
March 27, 2024
Page 2
Sincerely,
Big Tree Cloud Holdings Limited
By:
/s/ Wenquan Zhu
Name:
Wenquan Zhu
Title:
Chairman and Chief Executive Officer
cc:
Jia Yan, Esq., Paul Hastings LLP
Devin Geng, Esq., Paul Hastings LLP