Xin Zhang Files 13D for Baijiayun Group Ltd

TL;DR

**Xin Zhang just filed a 13D on Baijiayun Group Ltd. Big ownership change incoming?**

AI Summary

On November 13, 2024, Xin Zhang filed a Schedule 13D, indicating a change in beneficial ownership of Baijiayun Group Ltd. The filing pertains to Class A ordinary shares. The filing was made by Duo Duo International Ltd, with Xin Zhang listed as the contact person.

Why It Matters

This filing signals a significant change in ownership or control for Baijiayun Group Ltd, potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — A Schedule 13D filing indicates a significant stake and potential for activist involvement, which can introduce volatility.

Key Players & Entities

• Xin Zhang (person) — Filing party and contact person
• Baijiayun Group Ltd (company) — Subject company
• Duo Duo International Ltd (company) — Filing entity

FAQ

Key Financial Figures

• $2.59504 — Class A ordinary shares, par value US$2.59504 per share (Title of Class of Securiti

Filing Documents

• ea0221214-13dduo_baijiayun.htm (SC 13D) — 59KB
• ea022121401ex99-1_baijiayun.htm (EX-99.1) — 4KB
• 0001213900-24-097742.txt ( ) — 65KB

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$2.59504 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) Ms. Xin Zhang, a citizen of the People’s Republic of China and director of the Issuer, with her (2) Duo Duo International Limited, 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; Ms. Xin Zhang and Duo Duo International Limited are collectively referred to herein as the “Reporting Persons.” Duo Duo International Limited is the record holder of the ordinary shares reported on this Schedule 13D, and is wholly owned by Ms. Xin Zhang. 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.

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.

Purpose of Transaction

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 Ms. Xin Zhang through Duo Duo was canceled in exchange for the right to receive 0.7807324 Class B ordinary shares of the Issuer. Upon the completion of the Merger, Ms. Xin Zhang beneficially owned 17,886,414 Class B ordinary shares of the Issuer through Duo Duo. On June 16, 2023, Duo Duo transferred 1,000,000 Class B ordinary shares to YunYun Limited. On June 15, 2023, Duo Duo surrendered 7,406,060 Class B ordinary shares to the Issuer. On July 12, 2023, all the 9,480,354 Class B ordinary shares held by Duo Duo were converted into the same number of Class A ordinary shares. In May 2024, the Issuer effected a share consolidation, whereby every five (5) issued and unissued Class A ordinary shares of the Issuer were consolidated into one (1) Class A ordinary share, and every five (5) issued and uni

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) None of the Reporting Persons has effected any transactions in the Class A ordinary shares during the past 60 days. (d) 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

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. N/A

Material to be Filed as Exhibits. Exhibit

Item 7. Material to be Filed as Exhibits. Exhibit No. Description Exhibit No. Description 1* Joint Filing Agreement dated as of November 13, 2024 2 Agreement and Plan of Merger by and among Fuwei Films (Holdings) Co., Ltd. and Baij iayun 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) * Filed herewith. 4 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: November 13, 2024 Xin Zhang By: /s/ Xin Zhang Duo Duo International Limited By: /s/ Xin Zhang Name: Xin Zhang Title: Director 5

View Full Filing

View this SC 13D filing on SEC EDGAR