BEIJING, Dec. 6, 2024
/PRNewswire/ -- Baijiayun Group Ltd ("Baijiayun" or the
"Company") (NASDAQ: RTC), a one-stop AI video solution provider,
today announced that it has entered into a Standby Equity Purchase
Agreement (the "SEPA"), with YA II PN, Ltd. ("YA"), a fund managed
by Yorkville Advisors Global, LP. Subject to the terms and
conditions set forth in the the SEPA, YA is committed to purchase
up to $50 million (the "Commitment
Amount") of the Company's Class A Ordinary Shares (the "Shares") at
any time during the two-year period following the execution date of
the SEPA, by delivering written notice to YA (an "Advance Notice").
Pursuant to the SEPA, YA will advance to the Company, subject to
the satisfaction of certain conditions as set forth therein, the
principal amount of up to $15 million
(the "Pre-Paid Advance"), which will be evidenced by convertible
promissory notes (the "Promissory Notes", together with the "SEPA",
the "Offering") in four tranches. The first Pre-Advance, in the
principal amount of $3,000,000, was
advanced December 6, 2024 in
connection with the execution of the SEPA, and is subject to
a 10% discount to the principal amount of such Promissory Note.
If there is no balance outstanding under the Promissory Notes,
the Company will have sole discretion to sell the Shares to YA from
time to time by issuing Advance Notices to YA following the
effectiveness of a registration statement with the U.S. Securities
and Exchange Commission registering the Shares issuable pursuant to
the SEPA and the satisfaction of other customary conditions.
The Company intends to use the proceeds from the offering of the
Shares pursuant to the SEPA for working capital and other general
corporate purposes.
The Company and the Investor have entered into a registration
rights agreement on the date hereof (the "Registration Rights
Agreement"), pursuant to which the Company shall register the
resale of the Shares issuable pursuant to the SEPA.
The foregoing does not purport to be a complete description of
the rights and obligations of the parties to the SEPA, the
Promissory Notes, the Registration Rights Agreement, or of the
transactions contemplated thereby and is qualified in its entirety
by reference to such documents, the copies of which have been filed
as exhibits to the Company's Current Report on Form 6-K on
December 6, 2024.
D. Boral Capital LLC acted as the exclusive placement agent for
the Offering.
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.
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," and "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 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.
For investor and media enquiries, please contact:
Company Contact:
Ms. Fangfei Liu
Chief Financial Officer, Baijiayun Group Ltd
Phone: +86 25 8222 1596
Email: ir@baijiayun.com
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SOURCE Baijiayun Group Ltd
