大树云美股招股说明书(2024-04-04版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-277882 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OFPLUTONIAN ACQUISITION CORP.AND PROSPECTUS FOR UP TO 80,253,454 ORDINARY SHARES6,016,125 WARRANTS,AND 6,016,125 ORDINARY SHARES UNDERLYING WARRANTSOF BIG TREE CLOUD HOLDINGS LIMITED Plutonian Acquisition Corp.c/o Plutonian Investments LLC1441 Broadway 3rd, 5th& 6thFloorsNew York, NY 10018(646) 969-0946 To the Stockholders of Plutonian Acquisition Corp.: You are cordially invited to attend the special meeting of the Stockholders of PlutonianAcquisition Corp. (“Plutonian,” “we,” “our,” “us,” or “SPAC”), which will be held at 10:00 a.m.,Eastern time, on April 30, 2024 (the “Special Meeting”). Due to the public health concerns relating tothe coronavirus pandemic, and our concerns about protecting the health and well-being of ourstockholders, the board of directors of Plutonian (the “Plutonian Board”) has determined to conveneand conduct the Special Meeting in a virtual meeting format atwww.cleartrustonline.com/pltn.Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includesinstructions on how to access the virtual Special Meeting and how to listen and vote from home or anyremote location with internet connectivity. Plutonian is a Delaware corporation incorporated as a blank check company for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses or entities. The business combination will becompleted through a two-step process consisting of the Initial Merger (as defined below) and theSPAC Merger (as defined below). The Initial Merger and the SPAC Merger and the otherTransactions to be consummated under the Merger Agreement are collectively referred to as the“Business Combination.” On October 9, 2023, Plutonian entered into certain Agreement and Plan of Merger (as may beamended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by andamong Big Tree Cloud International Group Limited, an exempted company incorporated in CaymanIslands (“Holdco”), Big Tree Cloud Holdings Limited, an exempted company incorporated in CaymanIslands and a direct wholly-owned subsidiary of Holdco (“PubCo”), Big Tree Cloud Merger Sub ILimited, an exempted company incorporated in Cayman Islands and a direct wholly-owned subsidiaryof PubCo (“Merger Sub 1”), Big Tree Cloud Merger Sub II Inc., a Delaware corporation and a directwholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1,each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), andGuangdong Dashuyun Investment Holding Group Co., Ltd., a limited liability company incorporatedin the PRC (the “Company” or “Guangdong Dashuyun”), pursuant to which (1) Merger Sub 1 willmerge with and into Holdco (the “Initial Merger”), and Holdco will be the surviving corporation ofthe Initial Merger and a direct wholly owned subsidiary of PubCo, and (2) following confirmation ofthe effectiveness of the Initial Merger, Merger Sub 2 will merge with and into Plutonian (the “SPAC Merger” and together with the Initial Merger, the “Mergers”), and Plutonian will be the survivingcorporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo. Following theBusiness Combination, PubCo will be a publicly traded holding company listed on the Nasdaq StockMarket. As used herein, the “Combined Company” refers to PubCo and its consolidated subsidiariesafter the consummation of the Business Combination described above. All capitalized terms usedherein and not defined shall have the meanings ascribed to them in the Merger Agreement. At the time at which the Initial Merger becomes effective (the “Initial Merger EffectiveTime”) and pursuant to the Initial Merger, each ordinary share of the Holdco, par value US$1.0 pershare (“Holdco Share”), that is issued and outstanding immediately prior to the Initial MergerEffective Time, other than (1) any Holdco Treasury Shares and (2) any Holdco Dissenting Shares,shall automatically be cancelled and cease to exist in exchange for the right to receive such number ofordinary shares of PubCo, par value US$0.0001 per share (“PubCo Ordinary Share”) at the HoldcoExchange Ratio (the “Merger Consideration Shares”). At the Initial Table of Contents Merger Effective Time, each holder of Holdco Shares (“Holdco Shareholder”) shall cease to haveany other rights in and to the Holdco or the Surviving Corporation, other than those provided by theMerger Agreement. As soon as reasonably practicable (but in any event no later than twoBusiness Days) prior to the Closing Date, the Company or the Holdco shall deliver to SPAC aspreadsheet schedule (the “Payment Spreadsheet”) with underlying calculations setting forth thecorresponding number of Merger Consideration Shares payable to each Holdco Shareholder inaccordance with the terms