공시 • Jun 08
Big Tree Cloud International Group Limited completed the acquisition of Plutonian Acquisition Corp. (NasdaqCM:PLTN) from Plutonian Investments LLC, Harraden Circle Investors, LP, Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC and Space Summit Capital LLC in a reverse merger transaction.
Big Tree Cloud International Group Limited entered into an LOI to acquire Plutonian Acquisition Corp. (NasdaqCM:PLTN) from Plutonian Investments LLC, Harraden Circle Investors, LP, Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC and Space Summit Capital LLC in a reverse merger transaction on March 9, 2023. Big Tree Cloud International Group Limited entered into a definitive merger agreement to acquire Plutonian Acquisition Corp. (NasdaqCM:PLTN) from Plutonian Investments LLC, Harraden Circle Investors, LP, Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC and Space Summit Capital LLC for approximately $740 million in a reverse merger transaction on October 9, 2023. The Proposed Transaction values the combined company upon the closing of the Proposed Transaction ("Combined Company") at an implied pro forma pre-money enterprise value of approximately $500 million, at a price of $10.00 per share. In addition, following the Closing, Big Tree Cloud Holdings will issue an aggregate of up to 20,000,000 Big Tree Cloud Holdings Ordinary Shares (the “ Earnout Shares ”) to the Big Tree Cloud Holdings’s shareholders who hold Holdco’s shares as of immediately prior to the Initial Merger Effective Time on a pro rata basis upon the occurrence of the Earn-out Event. Earn-out Event is defined as the event where the Company Group first reports that there has been, in aggregate, no less than 200 department stores, grocery stores, pharmacies, supermarkets and other retail stores or vendors, each with a gross floor area of no less than 500 square meters, engaged in selling the Company Group’s personal care products or other consumer goods. Upon closing, the current shareholder of Big Tree Cloud will retain a majority of the outstanding shares of the Combined Business and Big Tree Cloud will designate a majority of the proposed directors for the Combined Company's board. Proceeds from the Proposed Transaction are expected to be utilized for working capital and general corporate purposes. The merger will result in Big Tree Cloud to be operated under a holding entity named Big Tree Cloud Holdings Limited, an exempted company incorporated in Cayman Islands ("PubCo") and to be traded on the Nasdaq Stock Market (the "Proposed Transaction"). The Agreement may be terminated as follows: in the event the Closing has not occurred by August 15, 2024, by Plutonian or Company, provided that the party seeking to terminate this Agreement has not committed any material breach; or in the event Plutonian or the Company has committed any material breach and such breach is not cured within fifteen (15) days following receipt of a notice of breach from the other party, the non-breaching party may terminate this Agreement by giving notice to the other party and the breaching party shall be obligated to pay the non-breaching party a break-up fee of $500,000 promptly after termination by the non-breaching party.The board of directors of both Big Tree Cloud and Plutonian have unanimously approved the Proposed Transaction, which is expected to be completed in the first half of 2024, subject to, among other things, approval by the shareholders of Plutonian and Big Tree Cloud, regulatory approvals and other customary closing conditions, including a registration statement on Form F-4 (the "Registration Statement") to be filed by the Big Tree Cloud Holdings being declared effective by the SEC, and the listing application of the Big Tree Cloud Holdings being approved by the Nasdaq Stock Market LLC. As of April 30, 2024, the transaction was approved by the target shareholder's. On November 9, 2023, Plutonian Acquisition Corp. issued an unsecured promissory note in the aggregate principal amount of $210,000 to Big Tree Cloud International Group Limited in exchange for Big Tree Cloud depositing such amount into the Plutonian’s trust account in order to extend the amount of time it has available to complete a business combination from November 15, 2023 to February 15, 2024. As of February 5, 2024, Plutonian Acquisition Corp., a special purpose acquisition company, announced that Big Tree Cloud International Group Limited ("Big Tree Cloud") has deposited into the Company's trust account (the "Trust Account") an aggregate of $210,000, in order to extend the period of time the Company has to complete a business combination for three additional months, from February 15, 2024 to May 15, 2024. As of May 15, 2024, Big Tree Cloud International Group deposited into Plutonian Acquisition's trust account an aggregate of $210,000, in order to extend the period of time the Company has to complete a business combination for three additional months, from May 15, 2024 to August 15, 2024.Paul Hastings LLP, Commerce & Finance Law Offices and Maples Group are serving as legal counsel to Big Tree Cloud. Weiheng Chen, Jie Zhu, Sally Yin, Athena Yu and Derek E. Wallace of Wilson Sonsini Goodrich & Rosati, P.C. and Global Law Office are serving as legal counsel to Plutonian. First Cover Stock Transfer, LLC acted as proxy solicitor, Continental Stock Transfer & Trust Company acted as transfer agent and Equity Stock Transfer, LLC acted as information agent to Plutonian Acquisition Corp. South Pacific Gyre Investment Limited acted as financial advisor to Plutonian Acquisition Corp. South Pacific Gyre Investment Limited received $21.18 million as the fee for financial advisory.Big Tree Cloud International Group Limited completed the acquisition of Plutonian Acquisition Corp. (NasdaqCM:PLTN) from Plutonian Investments LLC, Harraden Circle Investors, LP, Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC and Space Summit Capital LLC in a reverse merger transaction on June 6, 2024. The listed company following the business combination is Big Tree Cloud Holdings Limited and its shares and warrants are expected to begin trading on Nasdaq under the tickers "DSY", and "DSYWW", respectively, on June 7, 2024. Pillsbury Winthrop Shaw Pittman LLP, Commerce & Finance Law Offices and Maples Group served as legal counsel to Big Tree Cloud.