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 27, 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 7.01 Regulation FD Disclosure.

On October 27, 2023, the Company issued a press release with respect to (i) a 1-for-50 reverse stock split, where every fifty (50) shares of the Company’s pre-split issued and outstanding common stock, par value $0.001 per share, will be combined into one (1) share of the Company’s post-split common stock, without any change in par value per share, (ii) a name change from “TD Holdings, Inc.” to “BAIYU Holdings, Inc.”, and (iii) a ticker symbol change from “GLG” to “BYU”. The Company’s common stock is expected to begin trading when the markets open on a reverse stock split-adjusted basis under the new name and the new ticker symbol on October 30, 2023.

The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

99.1		Press Release, dated October 27, 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 27, 2023	By:	/s/ Renmei Ouyang
	Name:	Renmei Ouyang
	Title:	Chief Executive Officer

Exhibit 99.1

BAIYU Holdings, Inc. (Formerly TD Holdings, Inc.) Announces

Reverse Stock Split

SHENZHEN, China, October 27, 2023 /PRNewswire/ BAIYU Holdings, Inc. (formerly TD Holdings, Inc.) (Nasdaq: GLG) (the “Company”), a commodities trading service and provider in China, today announced that it plans to change its name from “TD Holdings, Inc.” to “BAIYU Holdings, Inc.”, its ticker symbol from “GLG” to “BYU”, and to effect a 1-for-50 reverse stock split of its shares of common stock, par value $0.001. The expected marketplace effective date for the name and ticker change is October 30, 2023. The Company’s common stock is expected to begin trading when the markets open on a reverse stock split-adjusted basis under the new name “BAIYU Holdings, Inc.” and the new ticker symbol “BYU” on October 30, 2023.

The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number following the reverse stock split will be 87250W301.

As a result of the reverse stock split, every 50 shares of the Company’s common stock issued and outstanding will be automatically reclassified into one new share of common stock. The reverse stock split will not modify any rights or preferences of the shares of the company’s common stock. No fractional shares will be issued because of the reverse stock split. Instead, any fractional shares that would have resulted from the reverse split will be rounded up to the next whole number.

Additional information about the reverse stock split can be found in the company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2023, which is available free of charge at the SEC’s website, www.sec.gov.

About BAIYU Holdings, Inc.

BAIYU Holdings, Inc. (NASDAQ stock code: BYU) is an industry leading B2B bulk commodity e-commerce platform and supply chain service leader. At present, it is committed to the network layout of photovoltaic, energy storage power, fast charging power stations and new energy industry operation services. The company's main business: investment in fast charging stations, commercial stations, providing customers with photovoltaic, energy storage power Integrated new energy solutions and operations such as fast charging power stations. The company adheres to excellent overall operation and maintenance, quality priority, safety, reliability and efficient services, provides more safe, convenient and reliable green new energy power services for global high-quality customers, and provides comprehensive solutions and operations for global new energy energy storage systems and special fields. The company takes new energy as the main body, and new integrated power systems as the development direction, It is committed to new energy system fields such as "clean energy, new energy, smart power, smart photovoltaic, and operation and maintenance of fast charging power station outlets", and cooperates with new energy businesses such as photovoltaic, energy storage, power, charging piles, and micro grid to provide customers with one-stop, full life cycle integrated power energy services from design planning, integrated system, efficient operation, smart operation and maintenance to upgrading and transformation. For more information, please visit http://ir.tdglg.com.

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of TD Holdings, Inc. and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty about the spread of the COVID-19 virus and the impact it will have on the Company's operations; the demand for the Company's products and services, global supply chains and economic activity in general; the occurrence of any event, change or other circumstances; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by TD Holdings, Inc. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

BAIYU Holdings, Inc.

Ms. LING XI

Email: ir@tdglg.com

Tel: +1 363 252 9699

Cover	Oct. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2023
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