Baijiayun Group Ltd. Approves Share Consolidation

TL;DR

RTC consolidates 10 shares into 1, effective June 10th. Auditor re-appointed.

AI Summary

Baijiayun Group Ltd. (Nasdaq: RTC) announced the results of its annual general meeting held on June 5, 2024. Key resolutions passed included the approval of a share consolidation, where every 10 existing ordinary shares were consolidated into 1 new ordinary share, effective June 10, 2024. The company also approved the re-appointment of its auditor, Deloitte Touche Tohmatsu, for the fiscal year ending June 30, 2024.

Why It Matters

The share consolidation aims to increase the per-share market price of the Company's ordinary shares, potentially making them more attractive to investors and meeting Nasdaq listing requirements.

Risk Assessment

Risk Level: medium — Share consolidations can sometimes signal underlying financial difficulties or attempts to artificially inflate share price, and the effectiveness of such measures can be uncertain.

Key Numbers

• 10:1 — Share Consolidation Ratio (Every 10 existing ordinary shares consolidated into 1 new ordinary share.)

Key Players & Entities

• Baijiayun Group Ltd. (company) — Registrant and subject of the filing
• Nasdaq: RTC (company) — Stock ticker symbol for Baijiayun Group Ltd.
• June 5, 2024 (date) — Date of the annual general meeting
• June 10, 2024 (date) — Effective date of the share consolidation
• Deloitte Touche Tohmatsu (company) — Re-appointed auditor
• June 30, 2024 (date) — Fiscal year end for which the auditor was re-appointed

FAQ

Key Financial Figures

• $0.519008 — Company of a nominal or par value of US$0.519008 each be consolidated into one (1) Class
• $2.59504 — nto one (1) Class A ordinary share of US$2.59504 par value each; and (ii) every five (5)
• $2,231,734,400 — share capital of the Company will be US$2,231,734,400 divided into 860,000,000 ordinary share
• $86,000 — share capital of the Company will be US$86,000 divided into 860,000,000 ordinary share
• $0 — 000 ordinary shares of a par value of US$0.0001, each comprising (i) 400,000,000 C
• $0.0001 — s A ordinary shares of a par value of US$0.0001 each, and (ii) 460,000,000 Class B ordi

Filing Documents

• ea0207383-6k_baijia.htm (6-K) — 20KB
• 0001213900-24-049845.txt ( ) — 21KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File No. 001-33176 Baijiayun Group Ltd (Exact name of registrant as specified in its charter) 24F, A1 South Building, No. 32 Fengzhan Road Yuhuatai District, Nanjing People’s Republic of China (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Baijiayun Announces Annual General Meeting Results and Share Consolidation Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider in China, announced that at an annual general meeting of the Company held at 10:00 A.M. on May 29, 2024, Beijing time (10:00 P.M. on May 28, 2024, U.S. Eastern time), its shareholders approved: (1) the election of Ms. Qiong Ni and Ms. Xin Zhang, each as a director of the Company; (2) the appointment of Shandong Haoxin Certified Public Accountants Co., Ltd. as the independent registered public accounting firm for the Company for the fiscal year ended June 30, 2023, and the authorization to the board of directors of the Company to fix its remuneration; (3) the share consideration (the “Share Consolidation”), with effect from the first business day immediately following the date on which such resolution is passed, whereby (i) every five (5) issued and unissued Class A ordinary shares of the Company of a nominal or par value of US$0.519008 each be consolidated into one (1) Class A ordinary share of US$2.59504 par value each; and (ii) every five (5) issued and unissued Class B ordinary shares of the Company of a nominal or par value of US$0.519008 each be consolidated into one (1) Class B ordinary share of US$2.59504 par value each; so that following the Share Consolidation, the authorized share capital of the Company will be US$2,231,734,400 divided into 860,000,000 ordinary shares of a par value of US$2.59504 each, comprising (x) 400,000,000 Class A ordinary shares of a par value of US$2.59504 each, and (y) 460,000,000 Class B ordinary shares of a par value of US$2.59504 each; (4) the capital reduction (the “Capital Reduction”) and the change of authorized share capital (collectively, the “Capital Reorganization”), the Capital Reduction and registration by the Registrar of Companies of the Cayman Islands of the relevant court order and shareholder minutes confirming the Capital Reduction, so that following the effectiveness of the Capital Reorganization, the share capital of the Company will be US$86,000 divided into 860,000,000 ordinary shares of a par value of US$0.0001, each comprising (i) 400,000,000 Class A ordinary shares of a par value of US$0.0001 each, and (ii) 460,000,000 Class B ordinary shares of a par value of US$0.0001 each; (5) the adoption of the fourth amended and restated memorandum of association and third amended and restated articles of association to, among others, reflect the Share Consolidation and the Capital Reorganization. The Share Consolidation became effective in Cayman Islands on May 30, 2024. As a result of the Share Consolidation, each five (5) pre-consolidation ordinary shares outstanding will automatically combine and convert to one issued and outstanding ordinary share without any action on the part of the shareholders, and the terms of the outstanding warrants and awards under share incentive plans of the Company will be adjusted automatically without any action on the part of the holders of those warrants and awards under share incentive plans. Beginning with the opening of trading on June 10, 2024, U.S. Eastern time, the Company’s Class A ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Global Market under the same symbol “RTC,” but under a new CUSIP number of G0704V 202. No fractional shares will be issued in connection with the Share Consolidation. All fractional shares will be rounded up to the whole number of shares. 1 Safe Harbor Statement This press release contains certain “forward-looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the parties’ perspectives and expectations, are forward-looking statements. The words “will,” “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual

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