SecProbe.io

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 Big Tree Cloud Holdings Limited

 September 5, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Erin Donahue

 Re:
 Big Tree Cloud Holdings Limited

 Registration Statement on Form F-3

 Filed on August 29, 2025

 File No. 333-289941

 Dear Ms. Donahue:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Big Tree Cloud Holdings Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 be accelerated to and that the Registration Statement
become effective at 4:30 p.m., Eastern Time, on September 9, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Big Tree Cloud Holdings Limited

 By:
 /s/ Wenquan Zhu

 Name:
 Wenquan Zhu

 Title:
 Chief Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

Wenquan Zhu
Chief Executive Officer
Big Tree Cloud Holdings Ltd
Building B4
Qianhai Shengang Fund Town
Nanshan District, Shenzhen 518052, China

 Re: Big Tree Cloud Holdings Ltd
 Registration Statement on Form F-3
 File August 29, 2025
 File No. 333-289941
Dear Wenquan Zhu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Shane Wu
</TEXT>
</DOCUMENT>

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March 27, 2024

Page 1

March 27, 2024

United States Securities and Exchange 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

    Amendment No. 1 to
    Registration Statement on Form F-4 (the “Registration Statement”)

    Filed March 26, 2024

    File No. 333-277882

Dear Sirs and Madams:

Big Tree Cloud Holdings Limited,
a Cayman Islands company (the “Company”), hereby submits to the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated March 26, 2024 (the “Comment Letter”), with respect to the above-referenced
Amendment No. 1 to the Registration Statement filed with the Commission on March 13, 2024 (the “Amendment No. 1”).

Concurrently with the transmission
of this letter, the Company is filing Amendment No. 2 to the Registration Statement (the “Amendment No. 2”) and
certain exhibits with the Commission through EDGAR, which reflects the Company’s responses to the comments received by the Staff
and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed
by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Amendment.

March 27, 2024

Page 2

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.

Response: The Company
acknowledges the Staff’s comment and respectfully submits that is has filed all exhibits with this Amendment. The Company also confirms that it
understands that the Staff will need sufficient time to review the Amendment No.2, and the Staff may have additional comments at
that time.

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.

Response: The Company acknowledges the Staff’s
comment and respectfully submits that it has revised the exhibit index accordingly.

March 27, 2024

Page 3

Please do not hesitate to contact the undersigned
at zhuwenquan@bigtreeclouds.com or the Company’s U.S. counsel, Jia Yan at 86 (021) 6103-2969 or Devin Geng at 86 (021) 6103-2971
of Paul Hastings LLP with any questions or comments regarding this letter. Please not that the Company intends to submit a Rule 461 acceleration
request once the Commission indicates that it has no further comments on the Registration Statement.

    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

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March 27, 2024

Page 1

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

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

CORRESP
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March 25, 2024

United States Securities and Exchange 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

    Registration Statement on Form F-4

    Filed March 13, 2024

    File No. 333-277882

Dear Sirs and Madams:

Big Tree Cloud Holdings Limited,
a Cayman Islands company (the “Company”), hereby submits to the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated March 21, 2024 (the “Comment Letter”), with respect to the above-referenced
Registration Statement on Form F-4 filed with the Commission on March 13, 2024 (the “Registration Statement”).

Concurrently with the transmission
of this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment”) with the Commission
through EDGAR, which reflects the Company’s responses to the comments received by the Staff and certain updated information. For
ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All
page references in the responses set forth below refer to the page numbers in the Amendment.

Registration Statement on Form
F-4 filed March 13, 2024

General

 1. We note disclosure that indicates a PIPE investment is contemplated
prior to effectiveness (e.g., defined terms and ownership information) and that the parties have committed to use commercially
reasonable or best efforts to enter into definitive agreements to raise a PIPE investment of no less than $10 million. Please revise
the relevant sections of your filing to clarify whether you have any committed PIPE investment amounts and whether the amount of the
PIPE investment is dependent upon redemptions. Additionally revise to clarify whether the PIPE investment is a closing condition and
discuss the consequences if the business combination is consummated without additional financing. Disclose how you will notify securityholders
if you enter into definitive financing agreements, disclose material terms thereof, including the PIPE-related information requested
by our other comments, and seek shareholder approval if required by Nasdaq rules.

Response: The
Company acknowledges the Staff’s comment and respectfully submits that as of the date of this submission, the Company, SPAC
and Big Tree Cloud International Group Limited have not entered into any definitive agreement for any PIPE financing in connection
with the Business Combination. If the parties subsequently obtain PIPE financing, prior to the special meeting of stockholders of
the SPAC for the approval of the Business Combination the SPAC will notify its stockholders through subsequent proxy filings and add
the PIPE Issuance Proposal (as defined in the Registration Statement) to be submitted to a vote of its stockholders in the special
meeting, and/or, if such PIPE financing is obtained after the special meeting of stockholders of the SPAC, on current reports on
Form 8-K. In response to the Staff’s comment, the Company has revised its disclosure on pages 5, 71 and 96 of the Amendment
accordingly.

March 25, 2024

Page 2

 2. If the parities will not have entered into any definitive PIPE agreements prior to effectiveness, please
revise to remove the PIPE proposal or tell us why you believe it is appropriate to request shareholders to approve this proposal at this
time.

Response:
The Company respectfully acknowledges the Staff’s comment and has removed the PIPE Issuance Proposal and revised its
disclosure regarding PIPE Investment (as defined in the Registration Statement) throughout the Amendment
accordingly.

 3. Please include a form of proxy card marked as “preliminary” in your next amendment.
In addition, please revise your table of contents to identify each document filed as an annex with the registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment, and has filed the preliminary card with the Amendment and revised
the table of contents to identify each document filed as an annex accordingly.

 4. We note that your registration statement includes a number of blanks, brackets, and bullets, and that
several exhibits have not yet been filed. Please provide all missing information, including 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.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised to remove blanks, brackets and bullets throughout the
Amendment. Except for Exhibit 5.2, which will be supplied in the next amendment, all other exhibits have been included in this
Amendment. The Company further respectfully submits that, as certain information remains uncertain as of the date of this
submission, such as information relating to the date, time and website address of the special meeting and information relating to
record date of the special meeting, the Company requests to keep the brackets and blanks for such information, and will supply
finalized information with subsequent prospectus and/or proxy filings.

Conduct Prior to Closing; Covenants, page 5

 5. We note your previous response to prior comment 17 from our letter dated December 15, 2023. We
reissue that comment in full. 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.

Response: The Company acknowledges
the Staff’s comment and respectfully submits that, as the Company, SPAC and Big Tree Cloud International Group Limited have not
entered into any definitive agreement for any PIPE financing in connection with the Business Combination as of the date of this submission,
the requested information is not available. The Company and the SPAC undertake to include the required disclosure in subsequent prospectus
and/or proxy filings when such information is made available. In response to the Staff's comment, the Company has revised its disclosure on page 88 of the Amendment accordingly.

March 25, 2024

Page 3

Background of the Business Combination, page 101

 6. We note your previous response to prior comment 31 from our letter dated December 15, 2023. We
reissue that comment in full. Please revise this section to describe the PIPE referenced elsewhere in your registration statement.
Include any discussions about the need to obtain additional financing for the combined company, and describe the negotiation and/or marketing
process. Your disclosure should (i) identify the placement agent(s) for the PIPE, (ii) identify who will select potential PIPE investors,
(iii) describe what relationships PIPE investors have to you, the sponsor, the SPAC, your respective affiliates, and the placement agent(s),
and (iv) whether there were any valuations or other material information about you or the business combination provided to investors that
have not been disclosed publicly.

Response:
The Company acknowledges the Staff’s comment and has revised its disclosure on page 105 of the Amendment accordingly. The
Company respectfully submits that, as the Company, SPAC and Big Tree Cloud International Group Limited have not entered into any
definitive agreement for any PIPE financing in connection with the Business Combination as of the date of this submission, the
requested information is not available. The Company and the SPAC undertake to include the required disclosure in subsequent
prospectus and/or proxy filings when such information is made available.

Exhibits

 7. Please revise your exhibit index to remove the reference to “Form of opinion” with respect
to Exhibits 5.2 and 8.1. In addition, please file a final tax opinion, as the opinion currently filed as Exhibit 8.1 is undated and has
blanks.

Response: The Company acknowledges
the Staff’s comment and has revised the exhibit index and filed an updated exhibit 8.1 accordingly.

 8. Please have Audit Alliance LLP revise their consent to also include their consent to refer to
them as experts in the registration statement. In addition, the consent refers to the Draft Registration Statement when the registration
statement is now public filed. Please revise.

Response: The Company acknowledges
the Staff’s comment and Audit Alliance LLP has revised its consent accordingly.

March 25, 2024

Page 4

Please do not hesitate to contact
the undersigned at zhuwenquan@bigtreeclouds.com or the Company’s U.S. counsel, Jia Yan at 86 (021) 6103-2969 or Devin Geng at 86
(021) 6103-2971 of Paul Hastings LLP with any questions or comments regarding this letter.

    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

United States securities and exchange commission logo
March 21, 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
Registration Statement on Form F-4
Filed March 13, 2024
File No. 333-277882
Dear Wenquan Zhu:
            We have reviewed your 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.
Registration Statement on Form F-4 filed March 13, 2024
General
1.We note disclosure that indicates a PIPE investment is contemplated prior to effectiveness
(e.g., defined terms and ownership information) and that the parties have committed to use
commercially reasonable or best efforts to enter into definitive agreements to raise a PIPE
investment of no less than $10 million. Please revise the relevant sections of your filing to
clarify whether you have any committed PIPE investment amounts and whether the
amount of the PIPE investment is dependent upon redemptions. Additionally revise to
clarify whether the PIPE investment is a closing condition and discuss the consequences if
the business combination is consummated without additional financing. Disclose how you
will notify securityholders if you enter into definitive financing agreements, disclose
material terms thereof, including the PIPE-related information requested by our other
comments, and seek shareholder approval if required by Nasdaq rules.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 March 21, 2024 Page 2
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
March 21, 2024
Page 2
2.If the parities will not have entered into any definitive PIPE agreements prior to
effectiveness, please revise to remove the PIPE proposal or tell us why you believe it is
appropriate to request shareholders to approve this proposal at this time.
3.Please include a form of proxy card marked as “preliminary” in your next amendment. In
addition, please revise your table of contents to identify each document filed as an annex
with the registration statement.
4.We note that your registration statement includes a number of blanks, brackets, and
bullets, and that several exhibits have not yet been filed. Please provide all missing
information, including 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.
Conduct Prior to Closing; Covenants, page 5
5.We note your previous response to prior comment 17 from our letter dated December 15,
2023. We reissue that comment in full. 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.
Background of the Business Combination, page 101
6.We note your previous response to prior comment 31 from our letter dated December 15,
2023. We reissue that comment in full. Please revise this section to describe the PIPE
referenced elsewhere in your registration statement. Include any discussions about the
need to obtain additional financing for the combined company, and describe the
negotiation and/or marketing process. Your disclosure should (i) identify the placement
agent(s) for the PIPE, (ii) identify who will select potential PIPE investors, (iii) describe
what relationships PIPE investors have to you, the sponsor, the SPAC, your respective
affiliates, and the placement agent(s), and (iv) whether there were any valuations or other
material information about you or the business combination provided to investors that
have not been disclosed publicly.
Exhibits
7.Please revise your exhibit index to remove the reference to "Form of opinion" with respect
to Exhibits 5.2 and 8.1. In addition, please file a final tax opinion, as the opinion currently
filed as Exhibit 8.1 is undated and has blanks.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 March 21, 2024 Page 3
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
March 21, 2024
Page 3
8.Please have Audit Alliance LLP revise their consent to also include their consent
to refer to them as experts in the registration statement. In addition, the consent refers to
the Draft Registration Statement when the registration statement is now public
filed. Please revise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
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

United States securities and exchange commission logo
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

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 January 30, 2024 Page 2
 FirstName LastNameWenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
Page 2
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

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 January 30, 2024 Page 3
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
Page 3
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.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 January 30, 2024 Page 4
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
Page 4
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.

 FirstName LastNameWenquan Zhu
 Comapany NameBig Tree Cloud Holdings Limited
 January 30, 2024 Page 5
 FirstName LastName
Wenquan Zhu
Big Tree Cloud Holdings Limited
January 30, 2024
Page 5
            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

United States securities and exchange commission logo
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