Baiya International Group Signs Definitive Agreement to Acquire Starfish, Marking the First Piece of Its Web3 Strategy

Rhea-AI Summary

Baiya International Group (NASDAQ:BIYA), a HR technology company, has signed a definitive agreement to acquire 100% of Starfish Technology-FZE and its flagship platform UpTop.Meme. The acquisition will be executed through the issuance of 2,320,000 newly-issued Class A ordinary shares.

The Dubai-based UpTop platform is a decentralized liquidity protocol built on BNB Chain, providing on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds. The transaction, expected to close in Q4 2025, represents BIYA's first strategic move into Web3 and follows a framework agreement announced in July 2025.

UpTop has already launched on Binance Alpha, validating the platform's potential and strategic value. This acquisition marks BIYA's expansion from HR technology into the digital asset and fintech sectors.

Positive

• Strategic expansion into Web3 and digital assets through 100% acquisition of Starfish
• UpTop platform already successfully launched on Binance Alpha, demonstrating operational viability
• All-stock transaction structure preserves cash resources
• Acquisition brings new technological capabilities and talented team in blockchain sector

Negative

• Potential shareholder dilution from issuance of 2,320,000 new Class A ordinary shares
• Significant business model pivot from HR technology to crypto/Web3 carries execution risks
• Regulatory uncertainties in crypto and digital asset space could impact operations

Insights

M&A and Corporate Strategy Expert

BIYA's acquisition of Starfish marks strategic pivot into Web3, with potential integration challenges between HR tech and blockchain.

BIYA, traditionally a human resources technology company, is making a significant strategic pivot by acquiring Starfish for 2,320,000 newly issued Class A ordinary shares. This represents a calculated move to enter the Web3 space, specifically through Starfish's UpTop.Meme platform—a decentralized liquidity protocol on BNB Chain that facilitates trading of crypto assets, tokenized U.S. equities, and digital bonds.

The acquisition follows a strategic framework agreement announced in July 2025, indicating this isn't a spontaneous decision but part of a broader transformation strategy. Notably, UpTop has already launched on Binance Alpha, suggesting the platform has gained some market validation before the acquisition's completion.

What's particularly interesting is the stark contrast between BIYA's core business (HR tech and crowdsourced recruitment) and Starfish's blockchain-focused operations. This represents a substantial pivot rather than an adjacent expansion. The company is clearly attempting to diversify beyond its traditional business model, calling this the "first puzzle piece" of its Web3 strategy—signaling more blockchain-related acquisitions or developments may follow.

The transaction structure—using equity rather than cash—suggests BIYA is preserving its capital while potentially offering Starfish shareholders upside in the combined entity. However, this approach will dilute existing shareholders. The press release notably lacks specifics on revenue synergies, integration plans, or how BIYA's existing HR platform will connect with blockchain capabilities, raising questions about execution risks in this strategic transformation.

New York, Sept. 26, 2025 (GLOBE NEWSWIRE) -- Baiya International Group Inc. (“BIYA” or the “Company”) (Nasdaq: BIYA), a human resources technology company that leverages its cloud-based platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions, today announced that on September 19, 2025, it entered into a Share Purchase Agreement (the “Agreement”) with Dubai-based STARFISH TECHNOLOGY-FZE (“Starfish”) and its shareholders. Pursuant to the Agreement, BIYA will acquire 100% of Starfish and its flagship platform, UpTop.Meme (“UpTop”) — a decentralized liquidity protocol built on BNB Chain, designed to provide on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds, with the strategic goal of becoming the world’s leading decentralized liquidity infrastructure. This acquisition represents the completion of the “first puzzle piece” in BIYA’s roadmap toward a comprehensive Web3 strategy.

Under the terms of the Agreement, BIYA will issue 2,320,000 newly-issued Class A ordinary shares (“Baiya Shares”) in exchange for all of Starfish’s outstanding equity. The equity transfer process has already commenced and is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions. BIYA and Starfish will continue to work closely together to facilitate the closing process.

This transaction builds upon the strategic framework agreement announced by BIYA in July 2025, when the Company first outlined its intention to acquire UpTop as part of its accelerated digital transformation strategy. Following two months of due diligence and evaluation, UpTop met all of BIYA’s key operational and compliance standards, leading to the signing of the definitive agreement. In the meantime, UpTop has successfully launched on Binance Alpha, further underscoring the strategic value and potential synergies of this acquisition.

Ms. Siyu Yang, Chief Executive Officer of BIYA, commented, “This Agreement marks a significant milestone in our strategic transformation and builds upon the framework agreement announced earlier this year. It demonstrates our unwavering commitment to fully entering the digital asset and fintech sectors and accelerating our journey into the Web3 era. The acquisition of UpTop not only consolidates the foundation we have built, but also brings new innovation capabilities to our vision of creating a comprehensive digital asset ecosystem. By integrating UpTop’s talented team and technological expertise, we are confident in our ability to capitalize on the opportunities in blockchain and asset tokenization, strengthen our competitive edge, and drive sustainable long-term growth. We remain firmly committed to executing our strategic roadmap and creating enduring value for our shareholders.”

About Baiya International Group Inc. ("Baiya")

Baiya has evolved from a job matching service provider into a cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions on the Gongwuyuan Platform to supplement its offline job matching services and started to position itself as a SaaS-enabled HR technology company by introducing its Gongwuyuan Platform in the flexible employment marketplace. Baiya has been and will continue to strategically develop and improve the Gongwuyuan Platform with product features that work together with its traditional offline service model to improve the job matching and HR related services in the flexible employment marketplace.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release are "forward-looking statements" as defined under the federal securities laws, including, but not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Forward-looking statements can be identified by terms such as "believe", "plan", "expect", "intend", "should", "seek", "estimate", "will", "aim" and "anticipate", or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the United States Securities and Exchange Commission ("SEC").

For further information, please contact:

Baiya International Group Inc.
Investor Relations Department
Phone: +1-838-900-8888
Email: info@biyainc.com

Investor Relations Inquiries:

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

What is the acquisition price for Starfish Technology by Baiya International (NASDAQ:BIYA)?

Baiya will issue 2,320,000 newly-issued Class A ordinary shares in exchange for 100% of Starfish's outstanding equity.

When will BIYA complete the Starfish Technology acquisition?

The acquisition is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions.

What is UpTop.Meme platform acquired by BIYA?

UpTop.Meme is a decentralized liquidity protocol built on BNB Chain that provides on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds.

How does the Starfish acquisition fit into BIYA's strategy?

The acquisition represents the first piece of BIYA's Web3 strategy and marks its expansion from HR technology into digital assets and fintech sectors.

What progress has UpTop made since BIYA's initial agreement?

UpTop has successfully launched on Binance Alpha following the July 2025 framework agreement, validating its strategic value and potential.