M&A - Big Tree Cloud Holdings Ltd
Form Type: S-8
Filing Date: 2025-01-24
Corporate Action: Merger
Type: New
Accession Number: 000121390025006430
Filing Summary: On January 24, 2025, Big Tree Cloud Holdings Limited filed a Form S-8 Registration Statement with the SEC to register 11,416,109 ordinary shares under its 2024 Equity Incentive Plan. This filing is part of the transactions outlined in a Merger Agreement dated October 9, 2023, which involves a series of mergers. The initial merger includes Big Tree Cloud International Group Limited merging with a subsidiary of Plutonian Acquisition Corp, making it a wholly-owned subsidiary of Big Tree Cloud Holdings Limited, followed by the SPAC merger where Plutonian will merge into another subsidiary. After these merger transactions, Big Tree Cloud Holdings Limited will become a publicly traded company listed on NASDAQ, indicating significant corporate restructuring and the formation of a holding company structure. The registration statement is also intended to comply with the requirements of the Securities Act of 1933 and incorporates previous filings by reference, including annual reports and registration statements.
Document Link: View Document
Additional details:
Large Accelerated Filer: ☐
Accelerated Filer: ☐
Non Accelerated Filer: ☒
Smaller Reporting Company: ☐
Emerging Growth Company: ☒
Ordinary Shares Registered: 11,416,109
Par Value: $0.0001
Principal Office Address: Room 3303, Building 1 Zhongliang Yunjing Plaza Heshuikou Community, Matian Street Guangming District, Shenzhen 518083, China
Agent For Service Name: Cogency Global Inc.
Agent For Service Address: 122 East 42nd Street, 18th Floor New York, NY 10168
Agent For Service Phone: +1 800-221-0102
Indemnification Of Directors Officers: The Registrant indemnifies its directors and officers to the maximum extent permitted by law against all liabilities except those arising from willful default or fraud.
Equity Incentive Plan: 2024 Equity Incentive Plan
Exhibits: Includes Second Amended and Restated Memorandum and Articles of Association, Opinion of Maples and Calder (Hong Kong) LLP, 2024 Equity Incentive Plan, and consents.
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