Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
23 7월 2024 - 8:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment no. 2)*
Baijiayun
Group Ltd
(Name
of Issuer)
Class A ordinary shares, par value US$2.59504
per share
(Title
of Class of Securities)
G0704V202**
(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)
July 19, 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. ☐
| * | This Amendment No.2 to Schedule 13D (this “Amendment No.2”)
is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission
(the “SEC”) on April 2, 2024 (the “Original Schedule 13D”), as amended by amendment no.1 to the Original
Schedule 13D filed with the SEC on May 14, 2024 (collectively, the “Original Filings”), with respect to Baijiayun Group Ltd,
a Cayman Islands exempted company (the “Issuer”). 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 G0704V202 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).
| 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
5,808,178 ordinary shares(1) |
| 8 |
SHARED
VOTING POWER
1,728,332 ordinary shares(2) |
| 9 |
SOLE
DISPOSITIVE POWER
5,808,178 ordinary shares(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,808,178 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)
28.2%(3) |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Represents the sum of (1) 197,000 Class A ordinary shares held by Mr.
Gangjiang Li, and (2) 200,000 Class A ordinary shares and 5,411,178 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 1,181,819 Class A ordinary shares and 546,513 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 20,616,657 ordinary shares of the Issuer issued and outstanding as of June 30, 2024, comprising
14,658,966 Class A ordinary shares and 5,957,691 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. |
| 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
5,611,178 ordinary shares |
| 8 |
SHARED
VOTING POWER
1,728,332 ordinary shares |
| 9 |
SOLE
DISPOSITIVE POWER
5,611,178 ordinary shares |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,178 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)
27.2% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| 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
5,611,178 ordinary shares |
| 8 |
SHARED
VOTING POWER
1,728,332 ordinary shares |
| 9 |
SOLE
DISPOSITIVE POWER
5,611,178 ordinary shares |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,178 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)
27.2% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| 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
5,611,178 ordinary shares |
| 8 |
SHARED
VOTING POWER
1,728,332 ordinary shares |
| 9 |
SOLE
DISPOSITIVE POWER
5,611,178 ordinary shares |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,611,178 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)
27.2% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
The information set forth in response to each
separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 2 to Schedule 13D (this “Amendment
No. 2”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange
Commission (the “SEC”) on April 2, 2024 (the “Original Schedule 13D”), as amended by amendment no.1 to the
Original Schedule 13D filed with the SEC on May 14, 2024 (collectively, the “Original Filings”), with respect to Baijiayun
Group Ltd, a Cayman Islands exempted company (the “Issuer”). Except as specifically amended and supplemented by this Amendment
No. 2, the Original Filings remain in full force and effect. All capitalized terms contained herein but not otherwise defined shall have
the meaning ascribed to such terms in the Original Filings.
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Original Filings
is hereby amended and supplemented by adding the following at the end thereof:
Between June 21, 2024 and July 19, 2024, Mr. Gangjiang
Li purchased an aggregate of 117,000 Class A ordinary shares through brokered trading transactions for an aggregate of approximately US$504,700.
The source of funds for such purchases is Mr. Gangjiang Li’s personal funds.
Item 4. Purpose of Transaction
Item 4 of the Original Filings
is hereby amended by adding the following at the end thereof:
Between June 21, 2024 and July 19, 2024, Mr. Gangjiang
Li purchased an aggregate of 117,000 Class A ordinary shares through brokered trading transactions for an aggregate of approximately US$504,700.
The source of funds for such purchases is Mr. Gangjiang Li’s personal funds.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(b) of the Original Filings is hereby
amended by replacing the first paragraph of Item 5(a)-(b) in its entirety as follows:
(a)-(b) The responses of each Reporting Person
to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby incorporated by reference in this Item 5.
Item 5(c) of the Original Filing is hereby amended
and supplemented as follows:
Between June 21, 2024 and July 19, 2024, Mr. Gangjiang Li purchased
an aggregate of 117,000 Class A ordinary shares through brokered trading transactions for an aggregate of approximately US$504,700. The
source of funds for such purchases is Mr. Gangjiang Li’s personal funds.
Item 7.
Material to be Filed as Exhibits.
| * |
Previously filed on April 2, 2024. |
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: July 23, 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/ Jane Lee |
| |
Name: |
Jane Lee |
| |
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 |
8
Baijiayun (NASDAQ:RTC)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Baijiayun (NASDAQ:RTC)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
