UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Baijiayun Group Ltd
(Name of Issuer)
Class A ordinary shares, par value US$0.519008 per share
(Title of Class of Securities)
G0704V103**
(CUSIP Number)
Gangjiang Li
Tel.: +86-025-8222-1596
Address:
24F, A1 South Building, No. 32 Fengzhan Road
Yuhuatai District, Nanjing 210000
The People’s Republic of China
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 22, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** | CUSIP number G0704V103 has been assigned to the Class A ordinary shares of the issuer, which are quoted on the Nasdaq Global Market under the symbol “RTC.” |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | G0704V103 |
| 1 | NAME OF REPORTING PERSONS
Gangjiang Li |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
28,055,888 ordinary shares(1) |
| 8 | SHARED VOTING POWER
8,641,655 ordinary shares(2) | |
| 9 | SOLE DISPOSITIVE POWER
28,055,888 ordinary shares(1) | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,055,888 ordinary shares(1) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.99%(3) |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Represents 1,000,000 Class A ordinary shares and 27,055,888 Class B ordinary shares held by Jia BaiJiaYun Ltd, an entity controlled by Jia Jia JP Limited, which is beneficially owned by Mr. Gangjiang Li through a trust established under the laws of Singapore. Mr. Gangjiang Li is the settlor of the trust and Mr. Gangjiang Li and his family members are the beneficiaries of the trust. Jia Jia Ltd, a limited liability company incorporated under the laws of British Virgin Islands and wholly owned by Mr. Gangjiang Li, is the sole member of the investment committee of the trust. |
| (2) | Represents 5,909,091 Class A ordinary shares and 2,732,564 Class B ordinary shares held by Nuan Nuan Ltd, an entity wholly owned by Mr. Yi Ma. Mr. Gangjiang Li and Mr. Yi Ma, and their respective holding companies, are parties to an acting-in-concert agreement, pursuant to which the parties agree to vote on the matters that require action in concert, and if the parties thereof are unable to reach a unanimous opinion in relation such matters, a decision that is made by Mr. Gangjiang Li, or Jia Jia BaiJiaYun Ltd, shall be deemed as a decision that is unanimously passed and agreed by the parties and shall be binding on the parties. Each of Mr. Gangjiang Li and Jia Jia BaiJiaYun Ltd disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any. |
| (3) | The percentage of the class of securities beneficially owned by each reporting person is calculated based on 87,692,713 ordinary shares of the Issuer issued and outstanding, comprising 57,904,261 Class A ordinary shares (including the 9,380,546 Class A ordinary shares beneficially owned by Baijiayun ESOP Platform Limited, the nominee of the Issuer’s equity incentive trust) and 29,788,452 Class B ordinary shares. Each holder of the Class A ordinary shares of the Issuer is entitled to one vote per share, and each holder of the Class B ordinary shares of the Issuer is entitled to 15 votes per share. Holders of Class A ordinary shares and Class B ordinary shares vote together as one class on all matters submitted to a vote by the shareholders. Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
2
| CUSIP No. | G0704V103 |
| 1 | NAME OF REPORTING PERSONS
Jia Jia BaiJiaYun Ltd |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
28,055,888 ordinary shares |
| 8 | SHARED VOTING POWER
8,641,655 ordinary shares | |
| 9 | SOLE DISPOSITIVE POWER
28,055,888 ordinary shares | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,055,888 ordinary shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.99% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
3
| CUSIP No. | G0704V103 |
| 1 | NAME OF REPORTING PERSONS
Jia Jia JP Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
28,055,888 ordinary shares |
| 8 | SHARED VOTING POWER
8,641,655 ordinary shares | |
| 9 | SOLE DISPOSITIVE POWER
28,055,888 ordinary shares | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,055,888 ordinary shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.99% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
4
| CUSIP No. | G0704V103 |
| 1 | NAME OF REPORTING PERSONS
Jia Jia Ltd |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
28,055,888 ordinary shares |
| 8 | SHARED VOTING POWER
8,641,655 ordinary shares | |
| 9 | SOLE DISPOSITIVE POWER
28,055,888 ordinary shares | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,055,888 ordinary shares |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.99% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
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| CUSIP No. | G0704V103 |
Item 1. Security and Issuer.
This statement on Schedule 13D (the “Schedule 13D”) relates to Class A ordinary shares, par value US$0.519008 per share, of Baijiayun Group Ltd, a Cayman Islands exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, the People’s Republic of China.
The Issuer’s Class A ordinary shares are listed on the Nasdaq Global Market under the symbol “RTC.”
Item 2. Identity and Background.
This Schedule 13D is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Act:
| (1) | Mr. Gangjiang Li, a citizen of the People’s Republic of China, the former chairman of the board of directors and chief executive officer of the Issuer, with his business address at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, the People’s Republic of China; |
| (2) | Jia Jia BaiJiaYun Ltd (“Jia Jia BaiJiaYun”), a company incorporated under the laws of the British Virgin Islands, with its registered address at Star Chambers, Wickhams Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands; |
| (3) | Jia Jia JP Limited (“Jia Jia JP”), a company incorporated under the laws of the British Virgin Islands, with its registered address at Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands; and |
| (4) | Jia Jia Ltd (“Jia Jia”), a company incorporated under the laws of the British Virgin Islands, with its registered address at Start Chambers, Wickham's Cay Il, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. |
Mr. Gangjiang Li, Jia Jia BaiJiaYun, Jia Jia JP and Jia Jia are collectively referred to herein as the “Reporting Persons.”
Jia Jia BaiJiaYun is the record holder of the ordinary shares reported on this Schedule 13D. Each of Jia Jia JP and Jia Jia holds 90% and 10% of Jia Jia BaiJiaYun’s outstanding shares, respectively. Jia Jia JP is beneficially owned by Mr. Gangjiang Li through a trust established under the laws of Singapore. Mr. Gangjiang Li is the settlor of the trust and Mr. Gangjiang Li and his family members are the beneficiaries of the trust. Jia Jia Ltd is the sole member of the investment committee of the trust and is wholly owned by Mr. Gangjiang Li.
None of the Reporting Persons has, during the last five years, been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
On July 18, 2022, Fuwei Films (Holdings) Co., Ltd. (“Fuwei”), the predecessor the Issuer, entered into an agreement and plan of merger (the “Merger Agreement”) with BaiJiaYun Limited (“BJY”), pursuant to which a wholly-owned subsidiary of Fuwei would be merged with and into BJY (the “Merger”), with BJY being the surviving entity. Upon completion of the Merger on December 23, 2022, shareholders of BJY exchanged all of the issued and outstanding shares of BJY immediately prior to the Merger for newly issued shares of Fuwei in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended, based on a conversation ratio that each share of BJY received 0.7807324 ordinary shares of Fuwei, and BJY became a wholly-owned subsidiary of Fuwei. In addition, the Issuer changed its name from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd” and its ticker from “FFHL” to “RTC” upon the completion of the Merger.
Each share of BJY issued and outstanding immediately prior to the effective time of the Merger and held by Mr. Gangjiang Li through Jia Jia BaiJiaYun, being a total of 35,935,346 shares of BJY, was canceled in exchange for the right to receive 0.7807324 Class B ordinary shares of the Issuer upon the completion of the Merger. As a result, Mr. Gangjiang Li beneficially owned 28,055,888 Class B ordinary shares of the Issuer through Jia Jia BaiJiaYun.
On July 12, 2023, 1,000,000 Class B ordinary shares held by Jia Jia BaiJiaYun Ltd were converted into the same number of Class A ordinary shares.
Mr. Gangjiang Li resigned as a member and the chairman of board of directors and chief executive officer of the Issuer for personal reasons, effective from January 22, 2024. Ms. Qiong Ni, the spouse of Mr. Gangjiang Li, was appointed as a new director to serve on the board of directors, effective from January 22, 2024.
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| CUSIP No. | G0704V103 |
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Act. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See Items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of ordinary shares that are beneficially owned by each Reporting Person as of the date hereof.
(b) See Items 7 through 10 of the cover pages to this Schedule 13D for the number of ordinary shares that are beneficially owned by each Reporting Person as of the date hereof as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
(c) Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions in the Class A ordinary shares during the past 60 days.
(d) Except as disclosed in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities beneficially owned by any of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6.
Mr. Yi Ma and Mr. Gangjiang Li, and their respective holding companies, are parties to an acting-in-concert agreement, pursuant to which the parties agree to vote on the matters that require action in concert, and if the parties thereof are unable to reach a unanimous opinion in relation such matters, a decision that is made by Mr. Gangjiang Li, or Jia Jia BaiJiaYun, shall be deemed as a decision that is unanimously passed and agreed by the parties and shall be binding on the parties.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| * | Filed herewith. |
7
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 2, 2024
| Gangjiang Li | ||
| By: | /s/ Gangjiang Li | |
| Jia Jia BaiJiaYun Ltd | ||
| By: | /s/ Gangjiang Li | |
| Name: | Gangjiang Li | |
| Title: | Director | |
| For and on behalf of Anlaguna Limited, as the sole director of Jia Jia JP Limited | ||
| By: | /s/ Cheryl Soh | |
| Name: | Cheryl Soh | |
| Title: | Authorized Signatory | |
| For and on behalf of Anlaguna Limited, as the sole director of Jia Jia JP Limited | ||
| By: | /s/ Carrie Tan | |
| Name: | Carrie Tan | |
| Title: | Authorized Signatory | |
| Jia Jia Ltd | ||
| By: | /s/ Gangjiang Li | |
| Name: | Gangjiang Li | |
| Title: | Director | |
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