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 ~~October~~December 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 the Completion of Capital Reorganization and the Adoption of M&AA

Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider in China, announced that the previously announced Capital Reorganization (as defined below) and the adoption of the fourth amended and restated memorandum of association and third amended and restated articles (the “M&AA”) became effective on September 27, 2024.

As previously announced on June 5, 2024, at the annual general meeting of shareholders of the Company held on May 29, 2024, the shareholders of the Company approved the capital reduction and the change of authorized share capital (collectively, the “Capital Reorganization”), upon the completion of which, 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. On the same date, the shareholders of the Company also approved the adoption of the M&AA to, among others, reflect a five-to-one share consolidation (the “Share Consolidation”) and the Capital Reorganization.

As previously announced, the Share Consolidation became effective in Cayman Islands on May 30, 2024, and post-Share Consolidation Class A ordinary shares of the Company began trading on Nasdaq on June 10, 2024.

The Grand Court of the Cayman Islands approved the capital reduction on September 25, 2024, and the Capital Reorganization and the adoption of the M&AA became effective on September 27, 2024.

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 statements.

Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties, and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. The forward-looking information provided herein represents the Company’s estimates as of the date of this press release, and subsequent events and developments may cause the Company’s estimates to change.

The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this press release.

A further list and description of risks and uncertainties can be found in the documents that the Company has filed or furnished or may file or furnish with the U.S. Securities and Exchange Commission, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

About Baijiayun Group Ltd

Baijiayun is a one-stop AI video solution provider with core expertise in SaaS/PaaS solutions. Baijiayun is committed to delivering reliable, high-quality video experiences across devices and localities and has grown rapidly since its inception in 2017. Premised on its industry-leading video-centric technologies, Baijiayun offers a wealth of video-centric technology solutions, including Video SaaS/PaaS, Video Cloud and Software, and Video AI and System Solutions. Baijiayun caters to the evolving communications and collaboration needs of enterprises of all sizes and industries. For more information, please visit ir.baijiayun.com.

For investor and media enquiries, please contact:

Ms. Fangfei Liu Chief Financial Officer, Baijiayun Group Ltd Phone: +86 25 8222 1596 Email: ir@baijiayun.com

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		The fourth amended and restated memorandum of association and third amended and restated articles
Exhibit 4.1		Form of Promissory Note
Exhibit 10.1		Standby Equity Purchase Agreement, dated December 6, 2024, by and between the Company and YA II PN, Ltd.
Exhibit 10.2		Registration Right Agreement, dated December 6, 2024, by and between the Company and YA II PN, Ltd.
Exhibit 99.1		Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 1, 2024

	Baijiayun Group Ltd

	By:	/s/ Fangfei Liu
	Name:	Fangfei Liu
	Title:	Chief Financial Officer

3Dated: December 6, 2024

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