SHENZHEN, China and NEW YORK, Oct. 10,
2023 /PRNewswire/ -- 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") (Nasdaq: PLTN), a publicly
traded special purpose acquisition company, announced today 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.
Management Commentary
Mr. Wenquan Zhu, the
founder and chairman of the board of Big Tree Cloud, stated 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," said 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."
Transaction Overview
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.
Additional information about the Proposed Transaction,
including a copy of the Merger Agreement, will be provided in a
Current Report on Form 8-K to be filed by Plutonian with the SEC
and available at https://www.sec.gov/.
Advisors
Paul Hastings LLP, Commerce & Finance Law Offices and
Maples Group are serving as legal counsel to Big Tree Cloud.
Wilson Sonsini Goodrich &
Rosati, P.C. and Global Law Office are serving as legal counsel
to Plutonian.
About Big Tree Cloud
Big Tree Cloud is a consumer-oriented, mission-driven, and
technology-empowered company dedicated to the development,
production and sales of personal care products and other consumer
goods in China. Founded in 2020,
Big Tree Cloud is committed to delivering high-quality products
that cater to the needs of modern, health-conscious, and
independent consumers. Big Tree Cloud's innovative approach and
strong community engagement set it apart in the industry, making it
a trusted brand in the personal care market.
About Plutonian Acquisition Corp.
Plutonian is a blank check company formed for the purpose
of effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses.
Forward-Looking Statements
This press release includes "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements also include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, projections of
market opportunity and expectations, the estimated implied
enterprise value of the Combined Company, Big Tree Cloud's ability
to scale and grow its business, the advantages and expected growth
of the Combined Company, the Combined Company's ability to source
and retain talent, the cash position of the Combined Company
following closing of the Proposed Transaction, Plutonian's and Big
Tree Cloud's ability to consummate the Proposed Transaction, and
expectations related to the terms and timing of the Proposed
Transaction, as applicable. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Plutonian's and Big Tree Cloud's
management and are not predictions of actual
performance.
These statements involve risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to be materially different from those
expressed or implied by these forward-looking statements. Although
each of Plutonian and Big Tree Cloud believes that it has a
reasonable basis for each forward-looking statement contained in
this press release, each of Plutonian and Big Tree Cloud cautions
you that these statements are based on a combination of facts and
factors currently known and projections of the future, which are
inherently uncertain. In addition, there will be risks and
uncertainties described in the proxy statement/prospectus included
in the Registration Statement relating to the Proposed Transaction,
which is expected to be filed by the PubCo with the SEC and other
documents filed by the PubCo or Plutonian from time to time with
the SEC. These filings may identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Neither Plutonian nor Big Tree Cloud can assure you
that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others,
the ability to complete the Proposed Transaction due to the failure
to obtain approval from Plutonian's shareholders or satisfy other
closing conditions in the Merger Agreement, the occurrence of any
event that could give rise to the termination of the Merger
Agreement, the ability to recognize the anticipated benefits of the
Proposed Transaction, the amount of redemption requests made by
Plutonian's public shareholders, costs related to the Proposed
Transaction, the risk that the Proposed Transaction disrupts
current plans and operations as a result of the announcement and
consummation of the Proposed Transaction, the outcome of any
potential litigation, government or regulatory proceedings, and
other risks and uncertainties, including those to be included under
the heading "Risk Factors" in the Registration Statement to be
filed by the PubCo with the SEC and those included under the
heading "Risk Factors" in the annual report on Form 10-K for year
ended December 31, 2022 of Plutonian
and in its subsequent quarterly reports on Form 10-Q and other
filings with the SEC. There may be additional risks that neither
Plutonian nor Big Tree Cloud presently knows or that Plutonian and
Big Tree Cloud currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of Plutonian
and Big Tree Cloud as of the date of this press release. Subsequent
events and developments may cause those views to change. However,
while Plutonian and Big Tree Cloud may update these forward-looking
statements in the future, there is no current intention to do so,
except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as
representing the views of Plutonian or Big Tree Cloud as of any
date subsequent to the date of this press release. Except as may be
required by law, neither Plutonian nor Big Tree Cloud undertakes
any duty to update these forward-looking statements.
Additional Information and Where to Find
It
In connection with the Proposed Transaction, Plutonian and
Big Tree Cloud intend to cause a registration statement on Form F-4
to be filed with the SEC, which will include a proxy statements to
be distributed to Plutonian's shareholders in connection with
Plutonian's solicitation for proxies for the vote by Plutonian's
shareholders in connection with the Proposed Transaction and other
matters as described in the registration statement, as well as a
prospectus relating to Plutonian's securities to be issued in
connection with the Proposed Transaction. Plutonian's shareholders
and other interested persons are advised to read, once available,
the preliminary proxy statement/prospectus and any amendments
thereto and, once available, the definitive proxy
statement/prospectus, in connection with Plutonian's solicitation
of proxies for its special meeting of shareholders to be held to
approve, among other things, the Proposed Transaction, because
these documents will contain important information about Plutonian,
Big Tree Cloud and the Proposed Transaction. After the registration
statement is filed and declared effective, Plutonian will mail a
definitive proxy statement and other relevant documents to its
shareholders as of the record date to be established for voting on
the Proposed Transaction. Shareholders may also obtain a copy of
the preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, as well as
other documents filed with the SEC regarding the Proposed
Transaction and other documents filed with the SEC, without charge,
at the SEC's website located at
www.sec.gov.
Participants in Solicitation
Plutonian, Big Tree Cloud and their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Plutonian's shareholders in
connection with the Proposed Transaction. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of Plutonian's shareholders in connection with the
Proposed Transaction will be set forth in the proxy
statement/prospectus included in the Registration Statement to be
filed with the SEC in connection with the Proposed Transaction. You
can find more information about Plutonian's directors and executive
officers in Plutonian's final prospectus related to its initial
public offering dated November 9,
2022. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Transaction, and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities of Plutonian, Big Tree Cloud or the Combined
Company, or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.
No Assurances
There can be no assurance that the Proposed Transaction
will be completed, nor can there be any assurance, if the Proposed
Transaction is completed, that the potential benefits of the
Proposed Transaction will be realized.
View original
content:https://www.prnewswire.com/news-releases/big-tree-cloud-enters-into-definitive-merger-agreement-with-plutonian-acquisition-corp-nasdaq-pltn-301952970.html
SOURCE Plutonian Acquisition Corp.
