Big Tree Cloud Holdings Ltd

http://fasb.org/us-gaap/2026#UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

http://fasb.org/srt/2026#ChiefExecutiveOfficerMember

(Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30 , 2026

Date of event requiring this shell company report

BIG TREE CLOUD HOLDINGS LIMITED (Exact name of Registrant as specified in its charter)

Not applicable Cayman Islands (Translation of Registrant's name into English) (Jurisdiction of incorporation or organization)

Building B4 , Qianhai Shengang Fund Town Nanshan District , Shenzhen 518052 , China (Address of principal executive offices)

Wenquan Zhu , Chief Executive Officer Telephone: +86 0755 2759-5623 Email: zhuwenquan@bigtreeclouds.com Building B4 , Qianhai Shengang Fund Town Nanshan District , Shenzhen 518052 , China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Class A ordinary shares, par value US$0.002 per share DSY The Nasdaq Stock Market LLC Warrants to purchase Class A ordinary shares DSYWW The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

As of June 30, 2026, there were 1,251,873 Class A ordinary shares, par value US$0.002 per share, and 3,500,000 Class B ordinary shares, par value US$0.002 per share, issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 74

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 80

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 91

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 91

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 92

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 92

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 93

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 94

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 94

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 94

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 95