Li Gangjiang Reports 25% Stake in Baijiayun Group Ltd

TL;DR

**Li Gangjiang now owns 25% of Baijiayun Group Ltd!**

AI Summary

On April 2, 2024, Li Gangjiang filed a Schedule 13D for Baijiayun Group Ltd, reporting beneficial ownership of 10,000,000 ordinary shares, representing 25.0% of the outstanding shares. This filing indicates a significant stake and potential influence over the company's direction.

Why It Matters

This filing signals a substantial ownership position by Li Gangjiang, which could lead to changes in corporate governance, strategic direction, or potential future transactions involving Baijiayun Group Ltd.

Risk Assessment

Risk Level: medium — A significant ownership stake reported in a 13D filing can indicate potential activist investor behavior or a change in control, introducing uncertainty.

Key Numbers

• 10,000,000 — Shares Owned (Beneficial ownership by Li Gangjiang)
• 25.0% — Ownership Percentage (Li Gangjiang's stake in Baijiayun Group Ltd)

Key Players & Entities

• Li Gangjiang (person) — Filing person and beneficial owner
• Baijiayun Group Ltd (company) — Subject company
• 10,000,000 ordinary shares (dollar_amount) — Number of shares owned by Li Gangjiang
• 25.0% (dollar_amount) — Percentage of outstanding shares owned by Li Gangjiang

FAQ

Key Financial Figures

• $0.519008 — Class A ordinary shares, par value US$0.519008 per share (Title of Class of Securiti

Filing Documents

• ea0202811-13dli_baijiayun.htm (SC 13D) — 106KB
• ea020281101ex99-1_baijiayun.htm (EX-99.1) — 8KB
• 0001213900-24-029083.txt ( ) — 116KB

Security and Issuer

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.”

Identity and Background

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

Source and Amount of Funds or Other Considerations

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, effec

Interest in Securities of the Issuer

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.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

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. Exhibit No. Description 1* Joint Filing Agreement dated as of April 2, 2024 2 Agreement and Plan of Merger by and among Fuwei Films (Holdings) Co., Ltd. and Baijiayun Limited dated July 18, 2022 (incorporated herein by reference to Exhibit 4.1 to the transition report on Form 20-F filed by the Issuer on January 20, 2023) 3 Acting-in-concert Agreement by and among Gangjiang Li, Jia Jia BaiJiaYun Ltd, Yi Ma and Nuan Nuan Ltd dated December 23, 2022 (incorporated herein by reference to Exhibit 3.1 to the transition report on Form 20-F filed by the Issuer on January 20, 2023) * Filed herewith. 7 SIGNATURE After reasonable inq

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