Big Tree Cloud International Group Limited (“Big Tree Cloud” or the “Company”), a company devoted to the development, production and sales of personal care products and other consumer goods in China, and Plutonian Acquisition Corp. (“Plutonian”), a publicly traded special purpose acquisition company, announced that they have entered into a definitive merger agreement (the “Merger Agreement”) that 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 Proposed Transaction reflects an initial equity value of approximately US$500 million.

Founded in 2020, Big Tree Cloud has established itself as a dynamic and innovative consumer-oriented company committed to improving the lives of modern, health-conscious, and independent consumers through high-quality personal care products and consumer goods with a focus on a feminine hygiene products. At the core of its mission lies a dedication to the development, production and distribution of personal care items. Big Tree Cloud’s consumer-to-manufacturer model has integrated its online and offline operations for an omni-channel sales model,  and fostered an active community that contributes valuable feedback and product suggestions. This interaction with consumers is instrumental in shaping product development strategies and delivering premium products tailored to their personal care needs.

Big Tree Cloud’s product portfolio places a strong emphasis on feminine hygiene products with its sterilized feminine pads and menstrual pants. The Company recognizes the increasing awareness among health-conscious consumers in China who seek quality, comfort, sanitary, and high-functionality in feminine hygiene products. Big Tree Cloud has positioned itself as a pioneer in meeting these demands through innovative sterilization technology, advanced absorbent core structures, and anti-leakage designs, all of which aimed at enhancing consumer satisfaction. The Company’s comprehensive business strategy spans research and development, production, and marketing and enables it to offer a complete range of high-quality products to consumers.       

Wenquan Zhu, the founder and chairman of the board of Big Tree Cloud, states that “this transaction marks a significant milestone in our journey towards providing better personal and hygienic care for families in China and around the world. We are proud of our achievements since our inception in 2020 and are thrilled about the growth opportunities that lie ahead. The proposed business combination with Plutonian Acquisition Corp. will enable us to accelerate our effort of accomplishing our mission of offering premium personal care products to consumers and expanding our product portfolio beyond feminine care. We are confident that this strategic move will enhance our market presence and further establish Big Tree Cloud as a trusted and innovative brand.”

“We are excited to complete this business combination between Plutonian and Big Tree Cloud. The Plutonian team is honored to be part of this landmark occasion,” says Wei Kwang Ng, CEO of Plutonian. “The entire exceptional management team at Big Tree Cloud continues to execute on their robust growth plans and strategy, with multiple compelling dynamics in the consumer goods industry, we firmly believe that Big Tree Cloud as a public company has the right model and technology to leverage its experience and platform to create shareholder value.”

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 US$500,000,000, at a price of US$10.00 per share.  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 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 PubCo being declared effective by the SEC, and the listing application of the PubCo being approved by the Nasdaq Stock Market LLC.