GLG TD Holdings Inc

 

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): August 29, 2024

 

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)

 

  

(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		BYU		Nasdaq Capital Market

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 23, 2024, BMYA New Energy Technology Inc. (“BMYA” or the “Supplier”), a corporation organized under the laws of the State of Delaware and a subsidiary of BAIYU Holdings, Inc. (the “Company”), entered into a Contract of Purchase and Sale (the “PSC”) with Feng’s Auto Parts Inc. (the “Purchaser”), a U.S.-based auto parts supplier, for the purchase and sale of electric lithium batteries (the “Products”). Pursuant to the PSC, the Purchaser will purchase 50,000 sets of electric lithium batteries from the Supplier at a unit purchase price of $1,200 per set, amounting to a total purchase price of $60 million. The total consideration of $60 million will be paid in cash, with 35% of the amount to be paid by the Purchaser as a deposit on the signing date of the PSC and the remaining 65% to be paid within two working days after the inspection and acceptance of the Products. The closing of this transaction is expected to occur in or around May 2025.

 

Pursuant to the PSC, among other things, the delivery place is at the port of Los Angeles, U.S.A. with customs clearance borne by the Purchaser; the quality and acceptance of the batteries are based on American standards, specifically 6V or 12V with a current range of 100Ah to 300Ah; the transfer of ownership and risk occurs upon the completion of the port delivery inspection.

 

The PSC is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing disclosure of the PSC is only a brief description of the material terms of the PSC, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

 

Item 9.01 Financial Statement and Exhibits  

 

(d) Exhibits

 

10.1		Contract of Purchase and Sale entered into by and between BMYA New Energy Technology Inc., and Feng’s Auto Parts Inc., dated August 23, 2024.
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: August 29, 2024	By:	/s/ Renmei Ouyang
	Name:	Renmei Ouyang
	Title:	Chief Executive Officer

 

 

2

Exhibit 10.1

 

contracts of purchase and sale

 

Party A (Purchaser): FENG’S AUTO PARTS INC

Address: 775Alpha street Duarte, CA, 91010

E-mail: ususedautoparts@gmail.com

Telephone: +1 626 841 9098

Contact: Daniel

 

Party B (Supplier): BMYA NEW ENERGY TECHNOLOGY INC

Address: 2041Tom bur Dr, Hacienda Heights,CA 91745

E-mail: lina@tdglg.com

Telephone: +1 909 718 9985

Contact: Wenhao Cui

 

This Agreement is made this 23rd day of August, 2024, by the friendly negotiation between Party A and Party B. Party A agrees to purchase, Party B agrees to sell, and reaches this agreement. The specific terms of the agreement are as follows.

 

一、 the name, quantity, price and amount of the goods

 

Name	Electric lithium batteries
unit price of purchases	$1200/group
Procurement volume	50000 sets, 4 lithium batteries per set
total procurement amount	$60 million
Delivery time	May 2025

 

二、Quality and acceptance standards: according to the American standard, the battery is 6V, 12V, and the current is 100Ah - 300Ah.

 

三、Settlement method and period: After the contract is signed, Party A shall pay 35% of the purchase price to Party B as deposit for this purchase, and after the completion of port delivery and inspection, the remaining balance shall be settled within 2 working days.

 

四、Delivery (pick-up) place: the port of Los Angeles, U.S.A. Customs clearance is Party A’s responsibility.

 

五、Transfer of ownership and risk: Port delivery inspection is completed, the goods leave the port of Los Angeles means that Party B has completed the delivery, ownership and risk transferred to Party A.

 

六、Entry into force and validity of the agreement: this agreement in duplicate, A, B, each party to sign a copy, signed and sealed by both parties to enter into force.

 

Party A:

Authorized Representative:

 

Party B:

Authorized Representative:

v3.24.2.u1

Cover	Aug. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 29, 2024
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	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	BYU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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