UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BAIYU Holdings, Inc. |
(Name of Issuer) |
Common Stock, $0.001 Par Value |
(Title of Class of Securities) |
Qianying Yuan
Room 402, Unit 5, Building 19, Tiantongyuan,
Changping District, Beijing, China
(+86) 14775702735 |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
June 18, 2024 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are
to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 5 Pages
SCHEDULE 13D/A
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Qianying Yuan |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY |
|
4 |
SOURCE OF FUNDS |
PF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
2,350,000 |
8 |
SHARED VOTING POWER |
-- |
9 |
SOLE DISPOSITIVE POWER |
2,350,000 |
10 |
SHARED DISPOSITIVE POWER |
-- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,350,000 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
4.71%1 |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
IN |
1 |
The percentage is calculated on the basis of the sum of (i) 19,935,688 shares of common stock of the Issuer issued and outstanding as of May 10, 2024 as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 10, 2024, and (ii) 30,000,000 shares of common stock issuable pursuant to the Securities Purchase Agreement (as defined below). This Amendment No.2 filing constitutes an exit filing as the Reporting Person has ceased to be the beneficial owner of more than 5% of the referenced securities. |
Page 3 of 5 Pages
Item 1. Security and Issuer
This Schedule 13D originally filed with the Securities
and Exchange Commission (the “SEC”) by Qianying Yuan (the “Reporting Person”) on November 30, 2022, and amended
by Amendment No.1 thereto filed on December 1, 2023 (the “Schedule 13D”), is hereby amended and supplemented to include the
information set forth herein. This amended statement to the Schedule 13D constitutes Amendment No. 2 (this “Amendment”) to
the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the “Statement”). Capitalized terms not defined
herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
This Amendment relates to the common stock of
BAIYU Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Issuer”). The Issuer’s principal
executive office is located at 139, Xinzhou 11th Street, Futian District, Shenzhen City, Guangdong Province, China.
Item 2. Identity and Background
|
(a) |
This Schedule 13D is being filed by Qianying Yuan. |
|
(b) |
The Reporting Person’s business address is Room 402, Unit 5, Building 19, Tiantongyuan, Changping District, Beijing, China. |
|
(c) |
The present principal occupation of Reporting Person is self-employed. |
|
(d) |
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) |
|
(e) |
The Reporting Person has not, during the last five years, been 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 or, federal or state securities laws or finding any violation with respect to such laws. |
|
(f) |
The Reporting Person is a citizen of People’s Republic of China. |
Item 3. Source and Amount of Funds or Other Considerations
Item 3 is hereby amended by adding the following
paragraph:
On June 7, 2024, the Reporting Person entered
into that certain securities purchase agreement with the Issuer and other purchasers thereof, a copy of which is attached hereto as Exhibit
A (the “Securities Purchase Agreement”). The description of the Securities Purchase Agreement contained herein is qualified
in its entirety by reference to Exhibit A, which is incorporated herein by reference. The Securities Purchase Agreement contains
customary representations, warranties and indemnities from the Reporting Person, the Issuer, and the other parties thereof for a transaction
of this nature.
Pursuant to the Securities Purchase Agreement,
the Reporting Person acquired 1,150,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Issuer
at a purchase price of US$1.23 per share on June 7, 2024. Prior to such purchase, the Reporting Person purchased a total of 1,200,000
shares of Common Stock of the Issuer through private placement transactions. As of the date of this report, the Reporting Person holds
a total of 2,350,000 shares of Common Stock of the Issuer, representing approximately 4.71% of the Issuer’s outstanding Common Stock.
The Reporting Person used the Reporting Person’s
cash on hands for the purchase of all of the shares held by the Reporting Person.
Page 4 of 5 Pages
Item 4. Purpose of Transaction
The information set forth in Item 3 is hereby
incorporated by reference in this Item 4.
The purpose of the acquisition is for investment
only and the Reporting Person is a passive investor. The Reporting Person is not a director or officer of the Issuer, and does not possess
the power, directly or indirectly, to elect or designate any member of the Issuer’s Board of Directors. The Reporting Person neither
has the ability nor the intention to (i) affect the management or policies of the Issuer, or (ii) otherwise have any control over the
Issuer. The Reporting Person intends to review the investment in the Issuer on an ongoing basis, and may, from time to time, acquire additional
shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open
market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities.
Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including,
among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s
business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities,
investor’s need for liquidity, and other future developments.
Except as set forth in this Statement, the Reporting
Person has no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
|
(a)-(b) |
The information set forth in the cover page of the Schedule 13D is hereby incorporated herein by reference. |
|
(c) |
Other than the acquisition of the shares as reported in the Schedule 13D, no actions in the Common Stock were effected during the past sixty (60) days by the Reporting Person. |
|
(e) |
As of June 18, 2024, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Common Stock. Accordingly, this Amendment No.2 constitutes an exit filing for the Reporting Person. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended by adding the following
paragraph:
On June 7, 2024, the Reporting Person acquired
1,150,000 shares of Common Stock in a private placement transaction for a per share purchase price of $1.23 pursuant to the Securities
Purchase Agreement as described in Items 3 and 4 above.
The information set forth in Items 3 and 4 is
hereby incorporated by reference in this Item 6. The Securities Purchase Agreement is filed as Exhibit A hereto and incorporated
herein by reference.
Item 7. Material to Be Filed as Exhibits
Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Date: June 20, 2024 |
By: |
/s/ Qianying Yuan |
|
Name: |
Qianying Yuan |
TD (NASDAQ:GLG)
Historical Stock Chart
From Jul 2024 to Aug 2024
TD (NASDAQ:GLG)
Historical Stock Chart
From Aug 2023 to Aug 2024