IPO - Baijiayun Group Ltd

Form Type: 424B5

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390024113638

Filing Summary: Baijiayun Group Ltd is offering up to 4,378,380 Class A ordinary shares for resale, linked to a standby equity purchase agreement with YA II PN, LTD., which entails a commitment to purchase up to US$50,000,000 worth of the shares over two years. The agreement includes conditions for issuing shares at a significant discount to market value, and the first two advances have been completed totaling US$6,000,000. Investors are warned of the unique risks involving the Variable Interest Entity (VIE) structure and Chinese regulatory uncertainties regarding foreign investments. Legal risks are highlighted under the Holding Foreign Companies Accountable Act, which may lead to potential delisting if compliance with auditing requirements is not met. The prospectus emphasizes that Baijiayun Group Ltd, as a foreign private issuer, operates under different SEC regulations that may impact investor information. It serves as a reminder of the complexities of the investment environment in China, especially concerning securities offered overseas.

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