エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-42114
Big Tree Cloud Holdings Limited
Building B4, Qianhai Shengang Fund Town
Nanshan District, Shenzhen, China 518052
+86 0755 2759-5623
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On June 23, 2025, Big Tree Cloud Holdings Limited (the “Company”) is furnishing its unaudited interim balance sheet and income statement for six months ended December 31, 2024, which are attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
Exhibit
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Balance Sheet and Income Statement of Big Tree Cloud Holdings Limited for the Six Months Ended December 31, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 23, 2025 | ||
| Big Tree Cloud Holdings Limited | ||
| By: | /s/ Wenquan Zhu | |
| Name: | Wenquan Zhu | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer |
|
Exhibit 99.1
BIG TREE CLOUD HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for share and per share data, or otherwise note)
| As of | ||||||||
| December 31, 2024 | June 30, 2024 |
|||||||
| USD | USD | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 1,747,822 | 748,099 | ||||||
| Advanced to suppliers | - | 2,941 | ||||||
| Accounts receivables, net | 101,974 | 47,753 | ||||||
| Prepaid expenses and other current assets, net | 437,478 | 539,531 | ||||||
| Inventories, net | 1,490 | 600,876 | ||||||
| Amounts due from a related party | - | 16,595 | ||||||
| Total current assets | 2,288,764 | 1,955,795 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 2,534,424 | 3,599,546 | ||||||
| Intangible assets, net | 2,175,601 | 2,362,417 | ||||||
| Right-of-use assets | 1,262,111 | 547,214 | ||||||
| Deferred tax assets | 175,788 | 502,965 | ||||||
| Total non-current assets | 6,147,924 | 7,012,142 | ||||||
| TOTAL ASSETS | 8,436,688 | 8,967,937 | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payables | 80,041 | 430,510 | ||||||
| Contract liabilities | 18,066 | 3,776,879 | ||||||
| Accrued expenses and other current liabilities | 3,649,378 | 2,663,779 | ||||||
| Operating lease liabilities - current | 339,542 | 190,023 | ||||||
| Amounts due to a related party | 1,163,916 | 13,012 | ||||||
| Total current liabilities | 5,250,943 | 7,074,203 | ||||||
| Non-current liabilities: | ||||||||
| Contract liabilities | - | 1,376,046 | ||||||
| Long-term loans | 1,369,994 | 1,376,046 | ||||||
| Amounts due to a related party, non-current | 2,501,381 | 2,360,147 | ||||||
| Operating lease liabilities - non-current | 1,014,240 | 335,241 | ||||||
| Other non-current liabilities | 1,045,463 | 1,025,051 | ||||||
| Total non-current liabilities | 5,931,078 | 6,472,531 | ||||||
| TOTAL LIABILITIES | 11,182,021 | 13,546,734 | ||||||
| Shareholders’ deficit: | ||||||||
| Ordinary shares (par value of US$0.0001 per share; 500,000,000 ordinary shares authorized, 57,080,546 and 57,080,546 ordinary shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively) * | 5,708 | 5,708 | ||||||
| Accumulated deficit | (3,018,659 | ) | (4,898,117 | ) | ||||
| Accumulated other comprehensive income | 267,618 | 313,612 | ||||||
| Total shareholders’ deficit | (2,745,333 | ) | (4,578,797 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 8,436,688 | 8,967,937 | ||||||
| * | The shares are related to the reverse recapitalization for the business combination and reorganization for the founding shareholders are presented on a retroactive basis to reflect both the reverse recapitalization and the reorganization. |
BIG TREE CLOUD HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF INCOME AND COMPREHENSIVE INCOME
(In U.S. dollars, except for share and per share data, or otherwise noted)
| For the six months ended December 31, |
||||||||
| 2024 | 2023 | |||||||
| USD | USD | |||||||
| Net revenue | 1,039,851 | 4,158,057 | ||||||
| Cost of revenues | (367,274 | ) | (1,378,127 | ) | ||||
| Gross profit | 672,577 | 2,779,930 | ||||||
| Operating expenses | ||||||||
| Selling expenses | (363,777 | ) | (435,245 | ) | ||||
| General and administrative expenses | (2,403,721 | ) | (1,887,213 | ) | ||||
| Total operating expenses | (2,767,498 | ) | (2,322,458 | ) | ||||
| Operating (loss)/profit | (2,094,921 | ) | 457,472 | |||||
| Other income, net | ||||||||
| Financial expenses | (169,141 | ) | (20,079 | ) | ||||
| Financial income | 1,019 | 2,699 | ||||||
| Gain on deregistration and disposal of subsidiaries, net | 4,788,377 | 62,429 | ||||||
| Other (expenses)/income, net | (50,820 | ) | 33,561 | |||||
| Total other income, net | 4,569,435 | 78,610 | ||||||
| Income before income tax provision | 2,474,514 | 536,082 | ||||||
| Income tax (expense)/benefit | (595,056 | ) | 45,302 | |||||
| Net income | 1,879,458 | 581,384 | ||||||
| Other comprehensive income, net of tax of nil: | ||||||||
| Foreign currency translation adjustments | (45,994 | ) | 23,568 | |||||
| Total comprehensive income | 1,833,464 | 604,952 | ||||||
| Earnings per share* | ||||||||
| Basic and diluted | 0.0286 | 0.0116 | ||||||
| Weighted average shares used in calculating net earnings per share* | ||||||||
| Basic and diluted | 65,631,981 | 50,000,000 | ||||||
| * | The shares are related to the reverse recapitalization for the business combination and reorganization for the founding shareholders are presented on a retroactive basis to reflect both the reverse recapitalization and the reorganization. |