大树云美股招股说明书(2025-09-30版)

8,064,516 Ordinary Shares We are offering pursuant to this prospectus supplement and the accompanying prospectus 8,064,516 ordinary shares, parvalue US$0.0001 per share (the “Ordinary Shares”). Our Ordinary Shares are currently traded on the Nasdaq Global Market under the symbol “DSY.” On September 29, 2025, thelast reported sale price of our Ordinary Shares on Nasdaq was $1.07 per share. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates is approximately $46.7 million, basedon 86,972,928 Ordinary Shares issued and outstanding, of which 70,000,000 Ordinary Shares are held by affiliates, 16,972,928Ordinary Shares are held by non-affiliates, and the price of $2.75 per share is based on the closing sale price of our Ordinary Shares onSeptember 9, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities registered on theregistration statement to which this prospectus forms a part with a value exceeding one-third of the aggregate market value worldwideof our outstanding common equity held by non-affiliates (which we refer to as our public float) in any 12-month period so long as ourpublic float remains below $75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have notoffered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. Investing in the securities involves a high degree of risk. See “Risk Factors” beginning on page S-10 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Ordinary Shares. Neither the Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. We have engaged Aegis Capital Corp. as our exclusive placement agent (“Aegis” or the “Placement Agent”) to use its bestefforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase any of thesecurities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is nominimum offering amount required as a condition to closing in this offering, the actual public offering amount, Placement Agent’s feeand proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts setforth above and throughout this prospectus supplement. We have agreed to pay the Placement Agent the placement agent fees set forthin the table below. See “Plan of Distribution” in this prospectus supplement for more information. Offering price (1)We will pay the Placement Agent a cash fee equal to 6.0% of the aggregate gross proceeds in this offering. We have also agreed toreimburse the Placement Agent for reasonable legal fees and disbursements incurred by the Placement Agent. Please refer to thesection entitled “Plan of Distribution” on page S-17 of this prospectus supplement for additional information with respect to thecompensation payable to the Placement Agent. Delivery of the securities is expected to be made on or about September 30, 2025, subject to customary closing conditions. Aegis Capital Corp. The date of this prospectus supplement is September 30, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-10SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-12CAPITALIZATIONS-14DILUTIONS-15DESCRIPTION OF SECURITIES WE ARE OFFERINGS-16USE OF PROCEEDSS-16DIVIDEND POLICYS-16PLAN OF DISTRIBUTIONS-17LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-21INCORPORATION OF DOCUMENTS BY REFERENCES-22 Prospectus PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSivPROSPECTUS SUMMARY1RISK FACTORS10OFFER STATISTICS AND EXPECTED TIMETABLE11USE OF PROCEEDS11PLAN OF DISTRIBUTION11DESCRIPTION OF ORDINARY SHARES14DESCRIPTION OF WARRANTS23DESCRIPTION OF DEBT SECURITIES26DESCRIPTION OF RIGHTS28DESCRIPTION OF UNITS29ENFORCEABILITY OF CIVIL LIABILITIES30TAXATION31LEGAL MATTERS34EXPERTS34WHERE YOU CAN FIND MORE INFORMATION34INCORPORATION OF DOCUMENTS BY REFERENCE35 ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-289941) utilizing a shelf registration process relating to the securitiesdescribed in this prospectus supplement was declared effective on September 9, 2025 (the “Registration Statement). Under theRegistration Statement, of which this prospectus supplement is a part, we may, from time to time, sell up to an aggregate of $100million ($100,000,000) of Ordinary Shares, debt securities, rights and a combination of such securities, separately or as