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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 January 2026
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 December 29, 2025 and December 31, 2025, Big Tree Cloud Holdings Limited (the “Company”) received two written notifications (the “Notification Letters”) from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not in compliance with the minimum Market Value of Listed Securities (“MVLS”) of US$50,000,000 and the minimum Market Value of Publicly Held Shares (“MVPHS”) of US$15,000,000 set forth in Nasdaq Listing Rules for continued listing on the Nasdaq Global Market.
On December 29, 2025, the Company received a notification letter from Nasdaq, based on Nasdaq’s review of the Company’s MVLS for at least 30 consecutive business days from November 13, 2025 to December 26, 2025, the Company’s MVLS was below the required minimum of US$50,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVLS requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.
On December 31, 2025, the Company received an additional notification letter from Nasdaq, based on Nasdaq’s review of the Company’s MVPHS for at least 30 consecutive business days from November 6, 2025 to December 30, 2025, the Company’s MVPHS was below the required minimum of US$15,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must close at US$15,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.
Both notification letters have no immediate effect on the listing or trading of the Company’s ordinary shares. The Company will consider available options during this period to restore compliance with Nasdaq listing requirements. The Company remains committed to executing its long-term business strategy and enhancing shareholder value.
Forward-Looking Statements
Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, the Company cannot assure you that it will achieve or accomplish these expectations.
Exhibit
| Exhibit No. | Description | |
| 99.1 | Press Release |
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: January 5, 2026 | ||
| Big Tree Cloud Holdings Limited | ||
| By: | /s/ Wenquan Zhu | |
| Name: | Wenquan Zhu | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer |
|
2
Exhibit 99.1
Big Tree Cloud Holdings Limited Receives Nasdaq Notice on MVLS and MVPHS Requirements
SHENZHEN, China, January 5, 2026 /PRNewswire/ — Big Tree Cloud Holdings Limited (the “Company”) (NASDAQ: DSY) today announced that it recently received two notification letters from The Nasdaq Stock Market LLC (“Nasdaq”).
On December 29, 2025, the Company received a notification letter from Nasdaq, based on Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for at least 30 consecutive business days from November 13, 2025 to December 26, 2025, the Company’s MVLS was below the required minimum of $50,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVLS requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.
On December 31, 2025, the Company received an additional notification letter from Nasdaq, based on Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for at least 30 consecutive business days from November 6, 2025 to December 30, 2025, the Company’s MVPHS was below the required minimum of $15,000,000. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been granted a 180-calendar-day compliance period, or until June 29, 2026, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must close at $15,000,000 or more for a minimum of ten consecutive business days during the compliance period. The letter notifies the Company of a deficiency but does not immediately affect its Nasdaq listing status.
Both notification letters have no immediate effect on the listing or trading of the Company’s ordinary shares. The Company will consider available options during this period to restore compliance with Nasdaq listing requirements. The Company remains committed to executing its long-term business strategy and enhancing shareholder value.
Despite receiving this notification letter, the Company remains confident in the fundamentals of its core business and its position in China’s personal care market. While continuously optimizing operations in its traditional paper hygiene products business, the Company is actively embracing innovation to explore new growth pathways. The Company has recently expanded into the field of artificial intelligence by launching an AI creator ecosystem platform, which is designed to address the growing market demand for AI-related skills and provide additional growth momentum for the Company. Management remains focused on operational optimization, strategic execution, and prudent capital allocation, committed to creating sustainable value for shareholders. The combination of robust operations in its traditional business and the growth potential of its new ventures will lay a solid foundation for continued success in the future.
About Big Tree Cloud Holdings Limited
Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China’s personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company’s development.
The core talent for the company’s artificial intelligence business has officially been secured. Through appointing new key leaders, recruiting top technical heads and world-class AI experts, and continuously attracting leading talent in the AI field, the company is building formidable innovative capabilities.
For detailed information regarding the recruitment of AI professionals for our company, please refer to the following:
https://ir.bigtreeclouds.com/2026-01-02-Big-Tree-Cloud-Holdings-Limited-Announces-AI-Business-Expansion,-Key-Management-Appointments-and-Changes
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws, including but not limited to Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, the Company’s ability to regain compliance with the minimum Market Value of Listed Securities (“MVLS”) requirement under Nasdaq Listing Rule 5450(b)(2)(A), the timing and outcome of the compliance process pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company’s ability to meet the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement under Nasdaq Listing Rule 5450(b)(2)(C), the compliance restoration process pursuant to Rule 5810(c)(3)(D), and the Company’s future business development. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties, including but not limited to, fluctuations in the market price of the Company’s ordinary shares, changes in overall market conditions, the Company’s ability to maintain compliance with applicable Nasdaq listing standards, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect subsequent events, circumstances, or changes in expectations, except as required by applicable law or Nasdaq rules.
Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com