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United States securities and exchange commission logo





                           February 15, 2024

       Wenquan Zhu
       Chief Executive Officer
       Big Tree Cloud Holdings Limited
       Room 3303, Building 1
       Zhongliang Yunjing Plaza
       Heshuikou Community, Matian Street
       Guangming District, Shenzhen 518083, China

                                                        Re: Big Tree Cloud
Holdings Limited
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-4
                                                            Submitted February
8, 2024
                                                            CIK No. 0001999297

       Dear Wenquan Zhu:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       January 30, 2024 letter.

       Amendment No. 2 to Draft Registration Statement on Form F-4 submitted
February 8, 2024

       General

   1.                                                   If the assets in your
trust account are securities, including U.S. Government securities
                                                        or shares of money
market funds registered under the Investment Company Act and
                                                        regulated pursuant to
rule 2a-7 of that Act, disclose the risk that you could be
                                                        considered to be
operating as an unregistered investment company. Disclose that if you
                                                        are found to be
operating as an unregistered investment company, you may be required to
                                                        change your operations,
wind down your operations, or register as an investment company
                                                        under the Investment
Company Act. Also include disclosure with respect to the
 Wenquan Zhu
Big Tree Cloud Holdings Limited
February 15, 2024
Page 2
         consequences to investors if you are required to wind down your
operations as a result of
         this status, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and any warrants, which would
expire worthless.
2.       We note your disclosure that the NTA Requirement Amendment Proposal
would remove
         from Plutonian   s charter the requirement that Plutonian will not
consummate a business
         combination unless it has net tangible assets of at least $5,000,001
upon consummation
         thereof. We further note that the NTA Proposal does not appear to be
conditioned on
         approval of the Business Combination Proposal, and that you disclose
Plutonian believes
         it and the combined entity can rely on the Exchange Rule to avoid
being treated as a
         penny stock. However, if the amount in the trust falls below
$5,000,001 as a result of
         redemptions, Plutonian would likely no longer meet the Nasdaq listing
standards. At that
         point, it is possible that Plutonian would become a penny stock.
Please revise disclosure in
         your Questions and Answers section and elsewhere as appropriate to
clearly discuss the
         impact that the trust falling below $5,000,001 would have upon
Plutonian's listing on
         Nasdaq and discuss the consideration given to this possibility in the
Board of Directors'
         determination to propose to remove this provision from its charter.
Please provide clear
         disclosure that removal of this provision could result in Plutonian's
securities falling
         within the definition of penny stock and clearly discuss the related
risks to Plutonian and
         its investors. Additionally revise your disclosure to clarify whether
the NTA Proposal is
         conditioned upon the approval and/or closing of the business
combination.
Summary of the Proxy Statement/Prospectus, page 1

3.       We note you have deleted references to the prior redemption of shares.
Please include
         information regarding the redemption of 2,510,358 shares in connection
with the
         shareholder meeting on August 8, 2023, in your summary section.
Risk Factors, page 31

4.       Please revise your risk factor disclosure relating to the NTA
Requirement Amendment
         Proposal to fully discuss the consequences and related risks to each
of Plutonian and the
         combined entity in the event that the NTA Proposal is adopted or is
not adopted.
We do not have a specified maximum redemption threshold in the SPAC
Charter...., page 74

5.     Please revise disclosure indicating that Plutonian's charter does not
contain "a specified
       maximum redemption threshold," to reconcile the apparent inconsistency
with the
       shareholder proposal to remove the net tangible asset requirement from
the charter. We
FirstName LastNameWenquan Zhu
       note references to "cash conditions pursuant to the terms of the Merger
Agreement;"
Comapany    NameBig
       please describeTree
                       theseCloud
                             with Holdings   Limited to closing in your summary
section, or
                                  the other conditions
       revise
February      accordingly.
          15, 2024 Page 2
FirstName LastName
 Wenquan Zhu
FirstName LastNameWenquan    Zhu
Big Tree Cloud Holdings Limited
Comapany15,
February   NameBig
            2024 Tree Cloud Holdings Limited
February
Page 3 15, 2024 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro forma Presentation, page 174

6.       We understand the maximum redemption scenario (scenario 2) is
determined based on the
         Plutonian stockholders    approval of amending the charter to remove
the $5,000,001 NTA
         requirement. Please revise your disclosure in adjustment 4 (within the
Unaudited Pro
         Forma Combined Balance Sheet Adjustments on page 177) to discuss (and
quantify) the
         maximum share redemption that could occur to consummate the merger
transaction in the
         event the Proposal No. 6 does not get approved.
        Please contact Heather Clark at 202-551-3624 or Hugh West at
202-551-3872 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      Devin Geng
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