UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| BAIYU Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, Par Value $0.001 Per Share |
| (Title of Class of Securities) |
| 87250W301 |
| (CUSIP Number) |
| June 18, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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. 87250W301 | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Hu Yuan |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples’s Republic of China |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
3,900,000 |
| 6 |
SHARED VOTING POWER
-- | |
| 7 |
SOLE DISPOSITIVE POWER
3,900,000 | |
| 8 |
SHARED DISPOSITIVE POWER
-- |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900,000 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.81%1 |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| 1 |
The percentage is calculated based on the sum of (i) 19,935,688 shares of common stock of the Issuer issued and outstanding as of May 10, 2024 as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 10, 2024, and (ii) 30,000,000 shares of common stock issued on June 18, 2024 pursuant to certain Securities Purchase Agreement as set forth in the Issuer’s report on Form 8-K filed with the SEC on June 11, 2024.
|
| CUSIP No. 87250W301 | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer |
BAIYU Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
139, Xinzhou 11th Street, Futian District, Shenzhen City, Guangdong Province, China, 518000
| Item 2(a). | Name of Person Filing: |
Hu Yuan
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
No.122 Jianmin Street, Taohong Town, Longhui County, Shaoyang City, Hunan Province, China
| Item 2(c). | Citizenship: |
People’s Republic of China
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share
| Item 2(e). | CUSIP No: |
| 87250W301 |
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| Item 4(a) | Amount Beneficially Owned |
See response to Item 9 on the cover page.
| CUSIP No. 87250W301 | Page 4 of 5 Pages |
| Item 4(b) | Percent of Class. |
See response to Item 11 on the cover page
| Item 4(c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote. |
| See response to Item 5 on the cover page. | |
| (ii) | Shared power to vote or to direct the vote. |
| See response to Item 6 on the cover page. | |
| (iii) | Sole power to dispose or to direct the disposition of. |
| See response to Item 7 on the cover page. | |
| (iii) | Shared power to dispose or to direct the disposition of. |
| See response to Item 8 on the cover page. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 87250W301 | Page 5 of 5 Pages |
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: June 25, 2024
| HU YUAN | |
| /s/ HU YUAN |