Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 19, 2023

BAIYU Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36055		45-4077653
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

139, Xinzhou 11th Street, Futian District

Shenzhen, Guangdong, PRC 518000

(Address of Principal Executive Offices)

+86 (0755) 82792111

(Issuer’s telephone number)

TD Holdings, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		GLG		Nasdaq Capital Market

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the various corporate action disclosed in the Definitive Information Statement on Schedule 14C filed by BAIYU Holdings, Inc. (formerly, TD Holdings, Inc.) (the “Company”) with the United States Securities and Exchange Commission on September 29, 2023, the stockholders of the Company approved a form of certificate of amendment of certificate of incorporation (the “Certificate of Amendment”) on September 18, 2023 to (i) effect a reverse stock split of our issued and outstanding common stock to comply with the Nasdaq’s minimum trading price requirement, at a ratio of one-for-twenty to one-for-fifty (with the exact ratio to be set at a whole number within this range as determined by the members of the board of directors (the “Board”) in its sole discretion, and (ii) change the Company’s name to BAIYU Holdings, Inc. (the “Name Change”), with the final decision of whether to proceed with the Name Change and the timing for implementing the Name Change to be determined by the Board in its sole discretion. For more information, please refer to the Definitive Information Statement on Schedule 14C filed by the Company. The Board subsequently set the reverse stock split ratio at one-for-fifty and authorized the Company to effect the Name Change.

On October 19, 2023, the Company filed the Certificate of Amendment to effect the Name Change and a reverse stock split at the split ratio of one-for-fifty (the “Reverse Split”).

As a result of the Reverse Split, every fifty (50) shares of the Company’s pre-split Common Stock will be combined into one (1) share of the Company’s post-split Common Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Split and all such fractional shares will be rounded up to the nearest whole number of shares of Common Stock.

The Reverse Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on The Nasdaq Capital Market (“Nasdaq”).

The new CUSIP number of the common stock following the Reverse Split is expected to be 87250W301. The Company’s Common Stock is expected to begin trading on a Reverse Split-adjusted basis on Nasdaq during the week of October 23, 2023.

The Company’s transfer agent, VStock Transfer, is acting as the exchange agent and paying agent for the Reverse Split.

The Reverse Split does not affect the Company’s authorized shares of stock (which will remain at 650,000,000, including 600,000,000 shares of common stock and 50,000,000 shares of preferred stock) and will not change the par value of the stock (which will remain at $0.001 per share).

The Reverse Split will not dilute stockholder’s interest in the Company as each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Split as that stockholder held immediately prior to the Reverse Split, except for immaterial adjustments that may result from the treatment of fractional shares as described above. The Reverse Split will have no effect on the voting rights of the outstanding shares of Common Stock.

Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

3.1		Certificate of Amendment of Certificate of Incorporation, filed with the Secretary of State of Delaware on October 19, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	BAIYU Holdings, Inc.

Date: October 20, 2023	By:	/s/ Renmei Ouyang
	Name:	Renmei Ouyang
	Title:	Chief Executive Officer

Exhibit 3.1

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TD HOLDINGS, INC.”, CHANGING ITS NAME FROM “TD HOLDINGS, INC.” TO “BAIYU HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF OCTOBER, A.D. 2023, AT 10:26 O’CLOCK A.M.

5082308 8100

Authentication: 204406989

SR# 20233767299

Date: 10-19-23

You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:26 AM 10/19/2023	STATE OF DELAWARE
FILED 10:26 AM 10/19/2023	CERTIFICATE OF AMENDMENT
SR 20233767299 - File Number 5082308	OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: Through an action by unanimous written consent of the Board of Directors of TD Holdings, Inc. in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”), resolutions were duly adopted setting forth proposed amendments of the Certificate of Incorporation of said corporation, declaring said amendments to be advisable and submitting the same for consideration by the stockholder of said corporation. The resolution setting forth the proposed amendments are as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said ARTICLE shall be and read as follows:

“FIRST: The name of the Corporation is BAIYU HOLDINGS, INC.”

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said ARTICLE shall be and read as follows:

“FOURTH: The total number of shares which the Corporation shall have the authority to issue is Six Hundred and Fifty Million (650,000,000) shares of two classes of capital stock to be designated respectively preferred stock (“Preferred Stock”) and common stock (“Common Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is 600,000,000 shares, par value $0.001 per share. The total number of shares of Preferred Stock the Corporation shall have authority to issue is 50,000,000 shares, par value $0.001 per share. The Preferred Stock authorized by this Certificate of Incorporation may be issued in series. The Board of Directors is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series including, but not limited to:

(l)

the designation of each series and the number of shares that shall constitute the series;

(2)

the rate of dividends, if any, payable on the shares of each series, the time and manner of payment and whether or not such dividends shall be cumulative;

(3)

whether shares of each series may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(4)

sinking fund provisions, if any, for the redemption or purchase of shares of each series which is redeemable;

(5)

the amount, if any, payable upon shares of each series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the manner and preference of such payment; and

(6)

the voting rights, if any, in the shares of each series and any conditions upon the exercising of such rights.

Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment of Certificate of Incorporation of the Corporation, each fifty (50) shares of the Corporation’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be reclassified, combined, and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below the (“Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would receive fractional shares will be entitled to round up their fractional share to the nearest whole share. No stockholder will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as described above.”

SECOND: That, by written consent executed in accordance with Section 228 of the DGCL, the holders of a majority of the outstanding stock of the corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, was given written notice of the proposed amendments to the Certificate of Incorporation and voted in favor of the adoption of the amendments to the Certificate of Incorporation. The necessary number of shares as required by statute were voted in favor of the amendments.

THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the said corporation has caused this certificate to be signed this 19th day of October, 2023.

	BAIYU Holdings, Inc.

	By:	/s/ Renmei Ouyang
	Name:	Renmei Ouyang
	Title:	Chairwoman and Chief Executive Officer

Cover	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36055
Entity Registrant Name	BAIYU Holdings, Inc.
Entity Central Index Key	0001556266
Entity Tax Identification Number	45-4077653
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	139, Xinzhou 11th Street
Entity Address, Address Line Two	Futian District
Entity Address, City or Town	Shenzhen
Entity Address, Country	CN
Entity Address, Postal Zip Code	518000
City Area Code	0755
Local Phone Number	82792111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	GLG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false