Baijiayun Group Ltd

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30 , 2026

Date of event requiring this shell company report

Baijiayun Group Ltd (Exact name of Registrant as specified in its charter)

N/A (Translation of Registrant's name into English)

Cayman Islands 24F, A1 South Building , No. 32 Fengzhan Road Yuhuatai District , Nanjing , 210000 The People's Republic of China (Jurisdiction of incorporation or organization) (Address of principal executive offices)

Fangfei Liu, Chief Financial Officer Tel.: +86 - 25 8222-1596 Email: liufangfei@baijiayun.com Address: 24F, A1 South Building , No. 32 Fengzhan Road Yuhuatai District , Nanjing 210000 The People's Republic of China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Class A ordinary shares, par value US$0.002 per share

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of June 30, 2026, there were (1) 1,680,628 ordinary shares, par value US$0.002 per share of Baijiayun Group Ltd, including 1,203,094 Class A ordinary shares and 297,885 Class B ordinary shares, par value of US$0.002 per share, and (2) 179,649 warrants to purchase 179,649 Class A ordinary shares, in each case issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE OF CONTENT INTRODUCTION iii PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 40 Item 4A. Unresolved Staff Comments 66 Item 5. Operating and Financial Review and Prospects 66 Item 6. Directors, Senior Management and Employees 78 Item 7. Major Shareholders and Related Party Transactions 87 Item 8. Financial Information 88 Item 9. The Offer and Listing 88 Item 10. Additional Information 89 Item 11. Quantitative and Qualitative Disclosures about Market Risk 108 Item 12. Description of Securities Other than Equity Securities 108 PART II 109 Item 13. Defaults, Dividend Arrearages and Delinquencies 109 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 109 Item 15. Controls and Procedures 109

Item 16. Reserved 109 Item 16A. Audit Committee Financial Expert 109 Item 16B. Code of Ethics 109 Item 16C. Principal Accountant Fees and Services 110 Item 16D. Exemptions from the Listing Standards for Audit Committees 110 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 110 Item 16F. Change in Registrant's Certifying Accountant 110 Item 16G. Corporate Governance 110 Item 16H. Mine Safety Disclosure 111 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 111 Item 16J. Insider Trading Policies 111 Item 16K. Cybersecurity 111 PART III 112 Item 17. Financial Statements 112 Item 18. Financial Statements 112 Item 19. Exhibits 112

INTRODUCTION Conventions that apply to this annual report on Form 20-F In this annual report on Form 20-F, each of the following terms has the meaning ascribed to it below: ● "BaiJiaYun Group"means BaiJiaYun Group Co., Ltd., a PRC limited liability company.

●"Baijia Cloud Technology"means Baijia Cloud Technology Co., Ltd., a PRC limited liability company.

●"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 Fuwei.

● "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. ●"Capital Reorganization" means the capital reduction and the change of authorized share capital as approved by our shareholders on May 29, 2024.

● "China"or"PRC" means the People's Republic of China, excluding, for the purpose of this annual report on Form 20-F 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$0.002 per share.

● "Class B ordinary share" means a Class B ordinary share in the capital of our company, with a par value of US$0.002 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.