PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the Offered Shares. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. As used in this prospectus, “we,” “us,” “our company,” and “our,” refer to Baijiayun Group Ltd, together as a group with its subsidiaries, and, in the context of describing the substantive operations and financial information relating to such operations of Baijiayun Group Ltd, its subsidiaries, and the VIE and its subsidiaries as a whole, refer to Baijiayun Group Ltd, its subsidiaries and the VIE and its subsidiaries.

Company Overview

Our Video-centric Technology Solution Business

We are a leading video-centric technology solutions provider in China with core expertise in Software-as-a-Service (“SaaS”) and Platform-as-a-Service (“PaaS”) solutions. We are committed to delivering reliable, high-quality video experiences across devices and localities. Leveraging industry-leading video-centric technologies, we offer a wealth of video-centric technology solutions, including SaaS/PaaS solutions, cloud and software related solutions, and enterprise AI and system solutions, catered to the evolving communication and collaboration needs of enterprises of all sizes and across industries.

We help customers quickly deploy dedicated live streaming systems and video-on-demand (“VoD”) systems to meet the customers’ communication and collaboration needs across departments and functions and throughout the business process and accelerate the digital transformation of the customers’ business.

Based on our live streaming service infrastructure, we can provide customers with different functional modules, which can integrate with the customers’ internal systems to achieve data linkage, in various live streaming scenarios such as enterprise training, dual-teacher classroom, small class courses, and medical live streaming. Moreover, we can also achieve customization for customers according to their needs and provide them with high-quality live streaming full-process operation and on-site execution services.

Since our establishment in 2017, we have been expanding our service scope from audio and video SaaS services focused on the education sector, to a wide range of industries. Adhering to our mission of “becoming the customers’ first choice for one-stop video technology services provider,” we also extended our capability to the underlying technologies and in 2020, we launched our real-time audio and video communication PaaS services which provide one-stop video technology services, such as private cloud deployment and in-depth customized development for government customers and large enterprises. We have completed the transformation from a product provider to a technology provider, achieving the ability to deliver both standardized and customized services based on an integrated infrastructure.

Our “PaaS standardization + SaaS scenario-oriented” business layout has driven our robust business growth. As of December 31, 2022, we had a total of approximately 2,500 customers, representing an increase of approximately 14.0% over 12 months compared with the number of customers as of December 31, 2021.

During the 2021 fiscal year, the total number of user visits of our live streaming large-class courses, a typical use case for SaaS/PaaS solutions where we enable interactive online courses with thousands of participants, was over 57.7 million, the total duration of such live streaming courses exceeded 3.8 million hours, and the cumulative viewing time of such live streaming courses was over 56.8 million hours. In the subsequent fiscal year, our live streaming business continued to grow rapidly. During the 2022 fiscal year, the total number of user visits of our live streaming large-class courses reached over 70.1 million, the total duration of such live streaming courses exceeded 4.3 million hours, and the cumulative viewing time of such live streaming courses was over 70.6 million hours. In the six months ended December 31, 2022, the total number of user visits of our live streaming large-class courses was over 31.9 million, the total duration of such live streaming courses exceeded 1.6 million hours, and the cumulative viewing time of such live streaming courses was over 33.3 million hours. Since our establishment, our cumulative VoD duration has reached over 342.4 million hours. During the 2021 fiscal year, the number of total VoD user visits was approximately 548.5 million, and the total VoD duration was approximately 76.2 million hours.

During the 2022 fiscal year, the total number of VoD user visits increased to over 633.5 million, and the total VoD duration increased to over 109.6 million hours, representing a year-on-year increase of approximately 43.9% or an increase of approximately 233.8% over two years compared to the 2020 fiscal year. In the six months ended December 31, 2022, the number of total VoD user visits was approximately 308.3 million, and the total VoD duration was approximately 118.5 million hours. Our services cover a wide range of industries, such as the internet, education, automotive, finance, health care and e-commerce. As of December 31, 2022, we established branches, research and development centers and offices in more than a dozen cities in China, with 383 employees, including complete product design, testing, and R&D teams that support the rapid update iterations of our products.

Our business scale continued to grow in recent years. BaiJiaYun Limited (“BJY”) had revenues of US$23.4 million, US$41.4 million and US$68.6 million for the 2020, 2021 and 2022 fiscal years, respectively. We had revenues of US$40.9 million for the six months ended December 31,2022 compared to BJY’s revenues of US$30.9 million for the six months ended December 31,2021. BJY had net income of US$3.7 million and US$3.6 million for the 2020 and 2021 fiscal years, respectively, and net loss of US$12.6 million for the 2022 fiscal year. We had net income of US$4.8 million for the six months ended December 31, 2022 compared to BJY’s net loss of US$8.3 million for the six months ended December 31, 2021.

Our Predecessor’s BOPET Film Business

Fuwei was incorporated as a Cayman Islands exempted company with limited liability in August 2004 under the name “Neo-Luck Plastic Holdings Co., Ltd.” and changed its name to “Fuwei Films (Holdings) Co., Ltd.” in April 2005. On July 18, 2022, Fuwei Films (Holdings) Co., Ltd (“Fuwei”) and BJY entered into a merger agreement (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of Fuwei was merged with and into BJY, with BJY being the surviving entity and a wholly-owned subsidiary of Fuwei (the “Merger”). The Merger was consummated on December 23, 2022. Prior to the Merger, our predecessor, Fuwei, principally engaged in the manufacture and distribution of BOPET film (the “BOPET film business”). BOPET is a high-quality plastic film manufactured using the biaxially-oriented stretch (transverse and machine direction) technique and marketed its products under the brand name “Fuwei Films.” Fuwei’s operations are based primarily in Shandong Province, PRC, where it manufactures products for sale to customers engaged in flexible packaging businesses and the PRC’s electronics industry, particularly in the coastal region. Fuwei also exports products to end-users and distributors mainly in Europe, Asia, and North America. For details of the BOPET film business, see “Item 4. Information on the Company” in the annual report on Form 20-F for the year ended December 31, 2021 of Fuwei, which was filed with the SEC on April 28, 2022.

We disposed of all of the equity interests of Fuwei Films (BVI) Co., Ltd. (“Fuwei BVI”) to Aoji Holdings Co., Ltd in March 2023. See “— Corporate History and Structure — Disposition of BOPET Film Business.”

Recent Developments

Convertible Note Issuance

We issued a two-year convertible note with a principal amount of US$10 million and an annual interest rate of 4% to BetterJoy Limited Partnership on February 20, 2023, which is convertible at the option of the holder into our Class A ordinary shares. The convertible note has a fixed conversion price of US$10.00 per Class A ordinary share and a floor price of US$7.00 per Class A ordinary share at the option of the holder and upon the occurrence of certain events of default. The principal amount and the interest payable under the convertible note will mature on February 1, 2025, unless earlier converted or redeemed. In addition, on February 1, 2024 and 2025, we may, at our option, redeem all or a portion of the then-outstanding principal amount and accrued interest in cash, Class A ordinary shares through conversion of the note, or a combination of both. However, we expect to pay back the convertible note in full in cash in the second half of 2023 with cash on hand. See “Description of Share Capital — History of Securities Issuance — Convertible Note.”

Beijing Deran Acquisition

We entered into a share purchase agreement with certain shareholders of Beijing Deran Technology Co., Ltd. (“Beijing Deran”) on March 4, 2023 (the “Beijing Deran Acquisition”), pursuant to which we acquired 49% equity interest in Beijing Deran by issuing a certain number of Class A ordinary shares with a monetary value

equal to RMB6.3 million to such shareholders as part of the consideration, in addition to a cash consideration of RMB3.5 million. We held 51% equity interest in Beijing Deran prior to the acquisition. As of the date of this prospectus, the acquisition has closed and we have become the sole shareholder of Beijing Deran.

Fuwei Disposition

We sold all of the equity interests of Fuwei BVI to Aoji Holdings Co., Ltd, an independent third party, at a purchase price of US$30.0 million in cash, to be paid within six months of closing, pursuant to a securities purchase agreement dated March 9, 2023 by and between Baijiayun Group Ltd and Aoji Holdings Co., Ltd (the “Fuwei Disposition”). Fuwei BVI, through its subsidiary, Fuwei Films (Shandong) Co., Ltd., operates the BOPET film business of our predecessor. The Fuwei Disposition was consummated in March 2023.

Xinjiang BaiJiaYun Acquisition

In April 2022, BJY entered into an investment agreement with Xinjiang ZhongWang Technology Co., Ltd., pursuant to which BJY committed to invest US$0.8 million (RMB 5.1 million) to acquire 51% of its equity interest by means of funding its registered capital. In June 2022, Xinjiang ZhongWang Technology Co., Ltd. changed its name to Xinjiang BaiJiaYun Technology Co., Ltd. (“Xinjiang BaiJiaYun”) and registered BJY as the holder of 51% equity interest with a claimed but unpaid registered capital of RMB5.1 million. Pursuant to the investment agreement, the transaction will be closed and BJY will obtain voting right equivalent to its equity ownership when BJY funds the registered capital with the investment amount. On March 14, 2023, we paid the registered capital of RMB5.1 million in full and the transaction was consummated.

Beijing Hydrogen Acquisition

In March 2023, we entered into an equity acquisition agreement with shareholders of Beijing Hydrogen Data Information Technology Co., Ltd. (“Beijing Hydrogen”) to acquire 100% equity ownership of Beijing Hydrogen for a total consideration of RMB107.7 million (US$15.7 million), payable in cash in amount of RMB3.2 million (US$0.5 million) and our restricted Class A ordinary shares in amount of RMB104.5 million (US$15.2 million). The acquisition was consummated as of the date of this prospectus.

Disposal of Hongxin Wanda

In June 2023, we entered into certain agreements to transfer (1) 15% of the equity interest in Beijing Hongxin Wanda Technology Co., Ltd. (“Hongxin Wanda”) to Mr. Gangjiang Li for an aggregate consideration of RMB88.0 million, and (2) 15% of the equity interest in Hongxin Wanda to Shanghai Jiani Jiarui Enterprise Management Consulting Partnership Enterprise (limited partnership) (“Jiani Jiarui”), an entity controlled by Mr. Gangjiang Li, in exchange for 175,900,000 fund shares in Baijiayun Saimeite (Deqing) Dixin Investment Partnership Enterprise (limited partnership) held by Jiani Jiarui. The transactions were consummated in June 2023.

Acquisition of Wuhan Qiyun

In June 2023, we entered into an equity acquisition agreement with shareholders of Wuhan Qiyun Shilian Technology Co., Ltd. (“Wuhan Qiyun”) to acquire 85% equity ownership of Wuhan Qiyun for a total consideration of RMB0.5 million in cash. The acquisition was consummated in the same month. Upon completion of the acquisition, we held 100% equity interest in Wuhan Qiyun.

Listing on the Nasdaq Global Market

We have applied for, and were approved to transfer, the listing of our Class A ordinary shares from the Nasdaq Capital Market to the Nasdaq Global Market. Effective on June 30, 2023, our Class A ordinary shares began trading under our current ticker symbol “RTC” on the Nasdaq Global Market.

Conversion of Class B Shares Held by Duo Duo International Limited

On June 20, 2023, Duo Duo International Limited transferred 1,000,000 Class B ordinary shares to YunYun Limited, which were automatically converted into the same number of Class A ordinary shares. On July 12, 2023, Duo Duo International Limited surrendered 7,406,060 Class B ordinary shares, which represented shares reserved for BJY’s

equity incentive plan as a result of the assumption of related awards by us. As stipulated in BJY’s equity incentive plan, Duo Duo International Limited acted as the incentive platform to hold shares on behalf of the beneficiaries of the plan. Such shares were subsequently re-issued to Baijiayun ESOP Platform Limited, the nominee of our equity incentive trust. On the same date, 9,480,354 Class B ordinary shares held by Duo Duo International Limited were converted into the same number of Class A ordinary shares upon the expiration of the lock-up period in connection with the Merger.

Corporate History and Structure

Beijing Baijia Shilian Technology Co., Ltd., our variable interest entity (the “VIE”) and a PRC limited liability company, was incorporated in May 2017. Its name was changed into BaiJiaYun Group Co., Ltd. in September 2021. BJY was incorporated in April 2021 as an exempted company with limited liability in the Cayman Islands. BaiJia Cloud Limited (“BJY HK”), a Hong Kong corporation with limited liability, was incorporated in May 2021. BJY HK is a wholly owned subsidiary of BJY. Beijing Baishilian Technology Co., Ltd. (“Beijing WFOE”), a PRC limited liability company, was incorporated in September 2021. Zhejiang Baijiashilian Technology Co., Ltd. (“Zhejiang WFOE”), a PRC limited liability company, was incorporated in December 2022. Beijing WFOE and Zhejiang WFOE are wholly owned subsidiaries of BJY HK.

Structure and Effects of the Merger between BaiJiaYun Limited and Fuwei Films (Holdings) Co., Ltd.

On July 18, 2022, Fuwei and BJY entered into the Merger Agreement, pursuant to which a wholly-owned subsidiary of Fuwei (the “Merger Sub”) was merged with and into BJY, with BJY being the surviving entity and a wholly-owned subsidiary of Fuwei, and 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 (the “Securities Act”).

The Merger and certain additional related proposals were approved by Fuwei’s shareholders at an extraordinary general meeting held on September 24, 2022. Among such proposals, our company’s name was changed from “Fuwei Films (Holdings) Co., Ltd.” to “Baijiayun Group Ltd 百家云集团有限公司.” The Merger and the related transactions were consummated on December 23, 2022. We continue to be listed on Nasdaq and our ticker was changed from “FFHL” to “RTC.” Upon the completion of the Merger, a total of 80,519,969 ordinary shares, consisting of 25,936,012 Class A ordinary shares and 54,583,957 Class B ordinary shares, were issued to BJY’s shareholders based on the conversation ratio that each share of BJY received 0.7807324 ordinary shares of Fuwei. In addition, warrants to subscribe for 17,964,879 Class A ordinary shares were issued to certain shareholders of BJY in lieu of shares issuable upon the completion of the Merger. The warrants accord the holders with all rights and obligations attached to our Class A ordinary shares, as if such warrant holders had exercised the warrants and been duly registered as our shareholders.

We disposed of all of the equity interests of Fuwei Films (BVI) Co., Ltd. (“Fuwei BVI”) to Aoji Holdings Co., Ltd in March 2023. See “— Corporate History and Structure — Disposition of BOPET Film Business.”

The following diagram illustrates our simplified corporate structure as of the date of this prospectus.

Implications of Being a Company with the Holding Company Structure and the VIE Structure

The VIE Structure and Its Associated Risks

Baijiayun Group Ltd is a Cayman Islands holding company with no substantive operations. We have carried out our video-centric technology solution business through Zhejiang WFOE since January 2, 2023 (and through Beijing WFOE from September 7, 2021 to January 1, 2023) and its contractual arrangements, commonly known as the VIE structure, with the VIE based in China and its shareholders, due to the PRC regulatory restrictions on direct foreign investment in internet-related services. Our shareholders hold the equity securities of Baijiayun Group Ltd, the Cayman Islands holding company, rather than the equity securities of the VIE, through which our operations are conducted.

The VIE structure was established through a series of agreements entered into among Zhejiang WFOE, the VIE and its shareholders, comprising an exclusive technical and consulting services agreement, the powers of attorney, the exclusive option agreements, and the equity interest pledge agreements. The contractual arrangements allow us to (1) be considered as the primary beneficiary of the VIE for accounting purposes and consolidate the financial results of the VIE, (2) receive substantially all of the economic benefits of the VIE, (3) have the pledge right over the equity interests in the VIE as the pledgee, and (4) have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. For details, see “Corporate History and Structure — Contractual Arrangements and Corporate Structure.”

The VIE structure is not equivalent of an investment in the equity interest of such entities. Neither Baijiayun Group Ltd nor our WFOEs owns any equity interests in the VIE and its subsidiaries. Our contractual arrangements with the VIE and its shareholders are not equivalent of an investment in the equity interest of the VIE, and investors may never hold equity interests in the VIE and its subsidiaries. Instead, we are regarded as the primary beneficiary of the VIE and we consolidate the financial results of the VIE and its subsidiaries under U.S. GAAP in light of the VIE structure. Investors in the Offered Shares are purchasing the equity securities of Baijiayun Group Ltd, the Cayman Islands holding company, rather than the equity securities of the VIE and its subsidiaries. See “— Implications of Being a Company with the Holding Company Structure and the VIE Structure” for details.

The VIE structure involves unique risks to holders of the Offered Shares. It may be less effective than direct ownership in providing us with operational control over the VIE or its subsidiaries, and we may incur substantial costs to enforce the terms of the arrangements. For instance, the VIE and its shareholder could breach their contractual arrangements with us by, among other things, failing to conduct the operations of the VIE in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of the VIE in China, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and its shareholders of their obligations under the contracts to direct the VIE’s activities. The shareholders of the VIE may not act in the best interests of our company or may not perform its obligations under these contracts. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system.

We may face challenges in enforcing the contractual arrangements due to jurisdictional and legal limitations. There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIE and its shareholders through Zhejiang WFOE. As of the date of this prospectus, the agreements under the contractual arrangements among Zhejiang WFOE, the VIE and its shareholders have not been tested in a court of law. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide. If we or the VIE is found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required licenses, permits, registrations or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. The PRC regulatory authorities could disallow the VIE structure at any time in the future. If the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties and may incur substantial costs to enforce the terms of the arrangements, or be forced to relinquish our beneficiary interests in those operations. Our Cayman Islands holding company, our subsidiaries, the VIE and its subsidiaries, and our shareholders face uncertainty with respect to potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of our company and the VIE and its subsidiaries as a whole. For details, see “Risk Factors — Risks Related to Our Corporate Structure.”

Revenues contributed by the VIE accounted for substantially all of our total revenues in the 2020, 2021 and 2022 fiscal years and the six months ended December 31, 2022. For a condensed consolidation schedule depicting the results of operations, financial position and cash flows for us, Beijing WFOE and the VIE during the 2020, 2021 and 2022 fiscal years and the six months ended December 31, 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For details of the permissions and licenses required for operating our business in China and the related limitations, see “— Permissions Required from the PRC Authorities for Our Operations and this Offering.”

Cash and Asset Flows through Our Organization

In light of our holding company structure and the VIE structure, our ability to pay dividends to the shareholders, and to service any debt we may incur may highly depend upon dividends paid by Zhejiang WFOE to us and service fees paid by the VIE to Zhejiang WFOE, despite that we may obtain financing at the holding company level through other methods. For instance, if any of Zhejiang WFOE or the VIE incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us and our shareholders, as well as the ability to settle amounts owed under the contractual arrangements. As of the date of this prospectus, none of Baijiayun Group Ltd, the WFOEs and the VIE has paid any dividends or made any distributions to their respective shareholder(s), including any U.S. investors. In the 2020, 2021 and 2022 fiscal years and the six months ended December 31, 2022, the VIE did not pay any service fees to Beijing WFOE under the contractual arrangements. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Information Related to the VIE.” We expect to continue to distribute earnings and settle the service fees owed under the VIE agreements at the request of Zhejiang WFOE and based on our business needs, and do not expect to declare

dividend in the foreseeable future. We currently have not maintained any cash management policies that specifically dictate how funds shall be transferred among Baijiayun Group Ltd, its subsidiaries (including Zhejiang WFOE), and the VIE. We will determine the payment of dividends and fund transfer based on our specific business needs in accordance with the applicable laws and regulations.

Under PRC laws and regulations, the WFOEs are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Furthermore, the WFOEs and the VIE are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. Remittance of dividends by the WFOEs out of China is also subject to certain procedures with the banks designated by the PRC State Administration of Foreign Exchange (“SAFE”). These restrictions are benchmarked against the paid-in capital and the statutory reserve funds of the WFOEs and the net assets of the VIE in which we have no legal ownership. In addition, while between Baijiayun Group Ltd and BJY HK, our Hong Kong subsidiary, there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, become applicable to our Hong Kong subsidiary in the future, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity, such funds or assets may not be available due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assets by the PRC government. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Baijiayun Group Ltd, its subsidiaries, the VIE and its subsidiaries to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong. For details, see “Risk Factors — Risks Related to Doing Business in China — We may rely on dividends, loans and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could adversely affect our ability to conduct our business,” and “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from making loans to the WFOEs and the VIE, or to make additional capital contributions to the WFOEs.”

Under PRC laws and regulations, we, the Cayman Islands holding company, may fund the WFOEs only through capital contributions or loans, and fund the VIE only through loans, subject to satisfaction of applicable government registration and approval requirements. As of June 30, 2020, 2021 and 2022 and December 31, 2022, (1) the aggregate amount of capital contribution by us to our subsidiaries in Hong Kong was nil, nil, US$22.9 million and US$37.9 million, respectively; and (2) the aggregate amount of capital contribution by us to the WFOEs through our subsidiaries in Hong Kong was nil, nil, US$36.9 million and US$51.9 million, respectively. For the 2020, 2021 and 2022 fiscal years and the six months ended December 31, 2022, there were no loans between the VIE and the WFOEs, net cash transferred by the VIE to the WFOEs, or transfer of assets within our organization. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Information Related to the VIE.”

Permissions Required from the PRC Authorities for Our Operations and this Offering

Permission Required for Our Operations

We currently conduct our video-centric technology solution business in China through Zhejiang WFOE and the VIE. Our operations in China are governed by PRC laws and regulations. We and the VIE are required to obtain certain licenses, permits and approvals from relevant governmental authorities in China in order to operate our business. As of the date of this prospectus, as advised by our PRC counsel, Zhong Lun Law Firm (“Zhong Lun”), Zhejiang WFOE and the VIE have obtained the licenses, permits and registrations from the PRC government authorities necessary for our business operations in China, including, among others, value-added telecommunications business operation licenses with service scope for provision of domestic multi-party communication services and for provision of information services. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, and the promulgation of new laws and regulations and amendment to the existing ones, we may be required to obtain additional licenses, permits, registrations, filings or approvals for our business operations in the future. We cannot assure you that we or the VIE will be able to obtain, in a timely manner or at all, or maintain such licenses, permits or approvals, and we or the VIE may also inadvertently conclude that such permissions or approvals are not required.

Any lack of or failure to maintain requisite approvals, licenses or permits applicable to us or the VIE may have a material adverse impact on our business, results of operations, financial condition and prospects and cause the value of any securities we offer to significantly decline or become worthless. For details, see “Risk Factors — Risks Related to Our Business and Industry — We are required to obtain and maintain permits, filings and licenses to operate our business in China.”

CAC Approval

On December 28, 2021, the Cyberspace Administration of China (the “CAC”) and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review (the “Review Measures”), which became effective on February 15, 2022. See “Regulation — Regulations Related to Internet Information Services — Regulation on Information Security and Censorship.” Pursuant to the Review Measures, in addition to “critical information infrastructure operators” who procure internet products and services that affect or may affect national security that are subject to a cybersecurity review, any “network platform operators” carrying out data processing activities that affect or may affect national security will also be subject to the cybersecurity review requirements. The Review Measures also provide that if a “network platform operator” holding personal information of more than one million users intends to go public in a foreign country, it must apply for a cybersecurity review. In addition, the relevant PRC governmental authorities may initiate cybersecurity review if they determine certain network products, services, or data processing activities affect or may affect national security. We currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future. Based on such information, our PRC counsel, Zhong Lun, advises that, we are not subject to the cybersecurity review by the CAC for this offering. In addition, as of the date of this prospectus, we have not been informed by any PRC government authorities that we will be deemed as a critical information infrastructure operator, nor have we been involved in any formal investigations on cybersecurity review made by the CAC. However, if we are not able to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, we may be subject to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our applications from the relevant application stores, among other sanctions, which could materially and adversely affect our business and results of operations. See “Risk Factors — Risks Related to Our Business and Industry — Our business is subject to a variety of PRC laws and regulations, including those regarding privacy, cybersecurity and data protection, and our customers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of our platform to comply with or enable our customers to comply with applicable laws and regulations could harm our business, results of operations and financial condition.”

CSRC Filing

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and the related guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures, which reformed the existing regulatory regime for overseas offering and listing of securities by PRC domestic companies and both direct and indirect overseas offering and listing of securities by PRC domestic companies, imposes a filing-based regulatory regime. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfil the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following factors are present: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by applicable authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigation for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The CSRC provided further notice related to the Overseas Listing Trial Measures that companies that have already been listed on overseas stock exchanges prior to March 31, 2023 are not required to make immediate filings for its listing, but are required to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures within three business days after the closing of such subsequent offerings. As our Class A ordinary shares were listed on Nasdaq prior to March 31, 2023, we are not required to make immediate filing with the CSRC in connection with our listing. However, we believe we will be required and intend to file with the CSRC within three business days after the closing of this offering. As of the date of this prospectus, we have not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this offering. As the Overseas Listing Trial Measures was newly published, and there is uncertainty with respect to the filing requirements and implementation, we cannot assure you that we would be able to complete the filing procedures, obtain the approvals or complete other compliance procedures in a timely manner, or at all, or that any completion of filing or approval or other compliance procedures would not be rescinded. Any such failure would subject us to sanctions by the CSRC or other PRC regulatory authorities. These regulatory authorities may impose restrictions and penalties on the operations in China, significantly limit or completely hinder our ability to launch any new offering of our securities, limit our ability to pay dividends outside of China, delay or restrict the repatriation of the proceeds from future capital raising activities into China, or take other actions that could materially and adversely affect our business, results of operations, financial condition and prospects, as well as the trading price of the Class A ordinary shares. Accordingly, the value of your investment may be materially and adversely affected or become worthless. For details, see “Risk Factors — Risks Related to Doing business in China — Recent regulatory development in China may result in the PRC government exerting more oversight and control over listing and offerings that are conducted overseas. The approval of the CSRC may be required in connection with this offering and our future capital raising activities, and, if required, we cannot assure you that we will be able to obtain such approval.”

The Archives Rules

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives Administration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules regulate both overseas direct offerings and overseas indirect offerings, providing that, among other things:

•        in relation to the overseas listing activities of PRC enterprises, the PRC enterprises are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities;

•        during the course of an overseas offering and listing, if a PRC enterprise needs to publicly disclose or provide to securities companies or securities service providers and overseas regulators, any materials that contain relevant state secrets, government work secrets or information that has a sensitive impact (i.e., be detrimental to national security or the public interest if divulged), the PRC enterprise should complete the relevant approval/filing and other regulatory procedures; and

•        working papers produced in the PRC by securities companies and securities service providers, which provide PRC enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of all such working papers to recipients outside the PRC must comply with relevant regulatory procedures.

Any failure or perceived failure by us to comply with the above confidentiality and archives administration requirements and other PRC laws and regulations may result in us being held legally liable by applicable authorities.

Dividend Distribution and Taxation

As of the date of this prospectus, none of Baijiayun Group Ltd, the WFOEs and the VIE has paid any dividends or made any distributions to their respective shareholders, including any U.S. investors, nor do we have any present plan to pay any cash dividends on our Class A ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “Dividend Policy” for details.

Subject to the “passive foreign investment company” rules, the gross amount of any distribution that we make to a U.S. Holder (as defined in “Taxation — U.S. Federal Income Taxation”) with respect to the Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as a dividend for United States federal income tax purposes, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. In addition, if we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax. See “Taxation” for details.

The Holding Foreign Companies Accountable Act

Pursuant to the HFCAA and related regulations, if we have filed an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect and investigate completely, the SEC will identify us as a “Commission-identified Issuer,” and the trading of our securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the United States, will be prohibited if we are identified as a Commission-identified Issuer for two consecutive years. In August 2022, the PCAOB, the CSRC and the Ministry of Finance of the PRC signed the Statement of Protocol, which establishes a specific and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA, among other things, reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA as it was originally passed from three years to two, and thus, reduced the time before our securities may be prohibited from trading or delisted. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors outside of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and pursue ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB is unable to inspect and investigate completely our registered public accounting firm located in China and we fail to retain another registered public accounting firm that the PCAOB is able to inspect and investigate completely in 2023 and beyond, or if we otherwise fail to meet the PCAOB’s requirements, our Class A ordinary shares will be delisted from Nasdaq, and will not be permitted for trading over the counter in the United States under the HFCAA and related regulations. The related risks and uncertainties could cause the value of our Class A ordinary shares to significantly decline or become worthless. For details, see “Risk Factors — Risks Related to Doing Business in China — The Class A ordinary shares will be delisted and prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely our auditor, which is located in China for two consecutive years. The delisting of the Class A ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Implications of Being a Controlled Company

As of the date of this prospectus, Jia Jia BaiJiaYun Ltd and Nuan Nuan Ltd, as a group, have 89.90% of the voting power represented by all the issued and outstanding ordinary shares. As a result, we are a “controlled company” as defined under the Nasdaq Listing Rules as set forth in Rule 5615, because Jia Jia BaiJiaYun Ltd and Nuan Nuan Ltd, as a group, own more than 50% of our total voting power. Jia Jia BaiJiaYun Ltd and Nuan Nuan Ltd, as a group, will beneficially own 40.98% of our then issued and outstanding ordinary shares and will be able to exercise 89.57% of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of this offering, assuming no exercise of any outstanding warrants, options or similar rights and no exercise of the underwriter’s option or warrants to purchase additional Class A ordinary shares. For so long as we remain a controlled company, we may, and do rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors.

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For details, see “Risk Factors — Risks Related to Ownership of Our Class A Ordinary Shares  — We are a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance standards of Nasdaq. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance standards of Nasdaq that listed companies must: (1) have a majority of independent directors, (2) have a nominating/corporate governance committee composed entirely of independent directors, (3) have an audit committee composed of at least three members, (4) obtain shareholders’ approval for issuance of securities in certain situations, and (5) hold annual shareholders’ meetings. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance standards of Nasdaq.

Corporate Information

Our principal executive offices are located at 24F, A1 South Building, No. 32 Fengzhan Road, Yuhuatai District, Nanjing, China. Our telephone number at this address is +86-025-8222-1596. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, Cayman, KY1-1111, Cayman Islands. Our website can be found at ir.baijiayun.com. The information contained on our website is not a part of this prospectus. Our agent for service in the United States is Cogency Global Inc. at 122 East 42nd Street, 18th Floor, New York, NY 10168.

The SEC maintains a website, www.sec.gov, that contains reports, proxy and information statements, and other information regarding registrants, including us, that file electronically with the SEC.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties that you should be aware of before making a decision to invest in the Offered Shares. These risks are more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:

Risks Related to Our Business and Industry

•        We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If the market does not grow as expected, or if we cannot expand our services to meet the demands of this market, our revenues may decline, or fail to grow.

•        Our results of operations and growth prospects depend on acquiring and retaining customers and increasing usage of customers’ applications that integrate our products.

•        The market in which we participate is competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed.

•        If our platform does not achieve sufficient market acceptance, our financial results and competitive position will suffer.

•        We may not successfully manage our growth as expected. Our gross profit and net profit may not grow at same rate as our revenues, continued investment and expansion into low-margin business, significant investments in sales and marketing efforts and research and development may negatively impact our gross profit margin, net profit margin and growth rate in the future.

•        Our limited operating history makes it difficult to evaluate our current business and prospects and our results of operations may fluctuate from time to time.

•        We generated a substantial portion of our revenues from a limited number of customers, and the loss of, or a significant reduction in usage by, one or more of such major customers would result in lower revenues and could harm our business.

•        Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.

•        We have granted and may continue to grant share-based awards, which could lead to substantial share-based compensation expenses and significant dilutive effect to existing shareholders.

•        An occurrence of a natural disaster, widespread health epidemic or other outbreaks, such as the outbreak of COVID-19, could have a material adverse effect on our business operations.

•        We are required to obtain and maintain permits, filings and licenses to operate our business in China.

•        We may acquire or invest in or dispose of or divest from business, technologies, services, products and other assets, which may divert our management’s attention and result in the incurrence of debt or dilution to our shareholders. Such transactions may subsequently turn out to be less favorable to us than expected. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or dispositions.

Risks Related to Our Corporate Structure

•        If the PRC government deems that the contractual arrangements in relation to the VIE do not comply with PRC regulatory restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our beneficiary interests in those operations.

•        We rely on contractual arrangements with the VIE and the shareholders of the VIE to operate our business, which may not be as effective as equity ownership in providing operational control and could adversely affect our business, results of operations and financial condition.

•        Our ability to enforce the equity interest pledge agreements among Zhejiang WFOE, the VIE and each shareholder of the VIE may be subject to limitations based on PRC laws and regulations.

•        The shareholders of the VIE may have potential conflicts of interest with us, which could adversely affect our business, results of operations and financial condition.

•        Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that the VIE owes additional taxes, which could adversely affect our business, results of operations and financial condition.

Risks Related to Doing Business in China

•        Changes in the political and economic policies of the PRC government could adversely affect our business, results of operations and financial condition, and may result in our inability to sustain our growth and expansion strategies.

•        We may be adversely affected by the complexity, uncertainties and changes in PRC laws, rules and regulations, particularly of internet businesses. There is a risk that the PRC government may exert more oversight and control over offerings that are conducted overseas, which could materially and adversely affect our business and hinder our ability to continue our operations, and cause the value of our securities to significantly decline or become worthless.

•        Our contractual arrangements with the VIE are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements.

•        Recent regulatory development in China may result in the PRC government exerting more oversight and control over listing and offerings that are conducted overseas. The approval of the CSRC may be required in connection with this offering and our future capital raising activities, and, if required, we cannot assure you that we will be able to obtain such approval.

•        The Class A ordinary shares will be delisted and prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely our auditor, which is located in China for two consecutive years. The delisting of the Class A ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Risks Related to Ownership of Our Class A Ordinary Shares

•        The trading price of the Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors.

•        Our dual-class share structure with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Class A ordinary shares may view as beneficial.

•        The outstanding warrants to subscribe for our Class A ordinary shares held by certain investors of BJY may not ultimately be exercised. In the event of non-exercise of such warrants, our shareholding structure may be affected and there may be a negative impact on our financial condition.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, and for purposes of this prospectus only:

•        “Beijing WFOE” means Beijing Baishilian Technology Co., Ltd., a PRC limited liability company.

•        “BOPET film business” means the manufacture and distribution of BOPET (biaxially-oriented polyethylene terephthalate) film principally engaged by our predecessor Fuwei, the disposition of which was consummated in March 2023.

•        “BJY” means BaiJiaYun Limited, a Cayman Islands exempted company with limited liability and the wholly-owned subsidiary of Baijiayun Group Ltd.

•        “CAC” means the Cyberspace Administration of China.

•        “China” or “PRC” means the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau.

•        “Class A ordinary share” means a Class A ordinary share in the capital of our company, with a par value of US$0.519008 per share.

•        “Class B ordinary share” means a Class B ordinary share in the capital of our company, with a par value of US$0.519008 per share.

•        “Code” means the U.S. Internal Revenue Code of 1986, as amended.

•        “Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

•        “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof.

•        “CSRC” means the Chinese Securities Regulatory Commission.

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

•        “fiscal year” means the period from July 1 of the previous calendar year to June 30 of the concerned calendar year.

•        “Fuwei” means Fuwei Films (Holdings) Co., Ltd., the predecessor of our company prior the consummation of the Merger.

•        “HFCAA” means the Holding Foreign Companies Accountable Act.

•        “IRS” means the U.S. Internal Revenue Service.

•        “JOBS Act” means the United States Jumpstart Our Business Startups Act of 2012.

•        “Merger” means the transaction pursuant to the Merger Agreement where the Merger Sub merged with and into BJY, with BJY being the surviving entity and a wholly-owned subsidiary of Fuwei. 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.

•        “MIIT” means the Ministry of Industry and Information Technology of China.

•        “MOFCOM” means the Ministry of Commerce of the People’s Republic of China.

•        “Nasdaq” means The Nasdaq Stock Market LLC.

•        “ordinary shares” means, collectively, our Class A ordinary shares and Class B ordinary shares.

•        “PCAOB” means the Public Company Accounting Oversight Board.

•        “RMB” or “Renminbi” means the legal currency of China.

•        “video-centric technology solution business” means SaaS and PaaS solutions and cloud and software related solutions and enterprise AI and system solutions, which is our principal business.

•        “SAFE” means the State Administration of Foreign Exchange.

•        “SAIC” means the State Administration for Industry and Commerce.

•        “SAT” means the State Administration of Taxation.

•        “SCNPC” means the Standing Committee of the National People’s Congress.

•        “SEC” means the United States Securities and Exchange Commission.

•        “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

•        “U.S. GAAP” means United States generally accepted accounting principles.

•        “US$” or “U.S. dollars” means the legal currency of the United States of America.

•        “variable interest entity” or “VIE” means BaiJiaYun Group Co., Ltd, an entity that Baijiayun Group Ltd consolidates through contractual arrangements.

•        “we,” “us,” “our company” and “our” mean Baijiayun Group Ltd, a Cayman Islands exempted company with limited liability (or its predecessor, Fuwei Films (Holdings) Co., Ltd., as the context requires), and its subsidiaries, the VIE and their respective subsidiaries.

•        “WFOEs” means Beijing WFOE, Zhejiang WFOE, Shenzhen Baishilian Technology Co., Ltd., Nanning Baishilian Information Technology Co., Ltd., and Nanjing Baishilian Technology Co., Ltd.

•        “Zhejiang WFOE” means Zhejiang Baijiashilian Technology Co., Ltd., a PRC limited liability company.

We have made rounding adjustments to reach some of the figures included in this prospectus. Consequently, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriter of its option to purchase additional Class A ordinary shares from the selling shareholder or the underwriter’s warrants.

		We, together with the VIE, plan to use the net proceeds of this offering as follows: •   approximately 40%, or US$5.4 million, to pursue selective strategic investments and acquisitions in companies providing video related services or marketing tools; •   approximately 30%, or US$4.1 million, to further invest in our research and development expenditure; and •   approximately 30%, or US$4.1 million, to fund our working capital and for general corporate purposes. See “Use of Proceeds” for more information.
Over-Allotment Option		The underwriter has an option, exercisable for 30 days from the date of this prospectus, to purchase up to 280,199 additional Class A ordinary shares from the selling shareholder at the offering price, less underwriting discounts and commissions.
Lock-up		In connection with this offering, we, our directors and executive officers have agreed not to sell, transfer or dispose of any Class A ordinary shares or similar securities for a period of 90 days after the date of this prospectus without the prior written consent of the underwriter, subject to certain exceptions. See “ Underwriting.”
Listing		Our Class A ordinary shares are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “RTC.”
Risk Factors		See “Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider before investing in the Offered Shares.

The number of ordinary shares to be issued and outstanding immediately prior to and after this offering is based on 87,692,713 ordinary shares, including 57,904,261 Class A ordinary shares and 29,788,452 Class B ordinary shares, issued and outstanding as of the date of this prospectus, and excludes:

•        29,788,452 Class A ordinary shares issuable upon the conversion of Class B ordinary shares;

•        17,964,879 Class A ordinary shares issuable upon the exercise of outstanding warrants at an exercise price of US$0.519008 per share;

•        1,080,000 Class A ordinary shares issuable upon conversion of outstanding convertible note;

•        3,475,000 Class A ordinary shares that are available for future option grants under our 2023 Share Incentive Plan; and

•        150,374 Class A ordinary shares issuable upon exercise of the warrants to be issued to the underwriter or its designees in connection with this offering.

Except as otherwise indicated, information in this prospectus reflects or assumes (1) no exercise of warrants issued and outstanding as of the date of this prospectus; (2) no conversion of the convertible note issued and outstanding as of the date of this prospectus; and (3) no exercise of the underwriter’s option to purchase additional Class A ordinary shares from the selling shareholder or the underwriter’s warrants.