Big Tree Cloud International Group Limited entered into a definitive merger agreement to acquire Plutonian Acquisition Corp. (NasdaqCM:PLTN) 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, PubCo will issue an aggregate of up to 20,000,000 PubCo Ordinary Shares (the ? Earnout Shares ?) to the Holdco?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 PubCo being declared effective by the SEC, and the listing application of the PubCo being approved by the Nasdaq Stock Market LLC.

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.