Baiya International Group Inc. filings document the regulatory disclosures of a foreign private issuer with Class A ordinary shares listed on Nasdaq. Its Form 6-K reports cover current events for the HR technology business, including operating and financial results, material agreements, equity issuances, and changes to share capital.
The company’s filings also record shareholder-meeting materials, amended and restated memorandum and articles of association, Class A share consolidation and reverse split actions, authorized-share-capital increases, and governance provisions involving Class B ordinary-share voting rights. Additional disclosures address Nasdaq listing-rule compliance, capital-structure adjustments, and forward-looking statement language tied to corporate actions and financing transactions.
Baiya International Group Inc. (BIYA) is registering a shelf under which it may offer, from time to time after effectiveness, securities with an aggregate offering price of up to $200,000,000. A selling shareholder may separately resell up to 1,350,000 Class A ordinary shares; Baiya will not receive proceeds from those sales. Specific offering terms will be provided in prospectus supplements.
On June 25, 2026, Baiya completed the disposition of 100% of its equity interests in Juxing to Shengshi International Group Inc. for $2,000,000, paid by delivery of a promissory note. Juxing controlled Gongwuyuan through contractual arrangements; Baiya says it no longer controls Gongwuyuan and now operates in China through wholly owned PRC entities Baiya Chengdu and Chuzhou. Their intelligent SaaS-enabled talent platform had served 15 enterprise clients and surpassed 1,500 registered freelancers as of June 30, 2026.
Separately, Baiya entered into an agreement on July 2, 2026, to sell 100% of Starfish to Shengshi for US$1,000,000 cash. Baiya cautions that its historical financial statements reflect operations it no longer owns and should not be relied on as indicative of future results; it says there is no assurance it will generate revenue or achieve profitability.
Baiya International Group Inc. (BIYA) reported $756,805 in continuing-operations revenue for the six months ended June 30, 2026 and a $2,432,837 net loss attributable to common shareholders, versus a $4,757,278 loss in the prior-year period. Net cash used in operating activities was $184,817, compared with $6,385,577.
On June 25, 2026, Baiya completed the sale of its 100% interest in Juxing to Shengshi International Group Inc. for $2,000,000. Payments span three years: $200,000 every four months in year one, $600,000 in year two and $800,000 in year three. By June 30, $200,000 had been received and $1,800,000 remained outstanding; the discounted carrying amount was $1,635,936. The purchaser became Juxing’s sole shareholder and will indirectly control the VIEs.
At June 30, 2026, Baiya had $1,181,159 in cash, $18,794,286 in current third-party loan receivables and $3,708,612 in digital assets. Management reported $26,385,663 in working capital, including the loan receivables, and said accumulated deficits and losses raise substantial doubt about continuing as a going concern within one year from issuance.
Baiya International Group Inc. (BIYA), a Cayman holding company for PRC operating subsidiaries, has filed a shelf registration to offer up to $200,000,000 of Class A ordinary shares, preferred shares, debt securities, warrants, rights and units, and to register 50,000,000 Class A ordinary shares for resale by selling shareholders. Baiya will not receive proceeds from selling shareholders’ sales.
The business now operates directly through wholly owned PRC subsidiaries rather than a VIE, running an intelligent SaaS-enabled human capital platform in China focused on flexible staffing across verticals such as home appliance repair, online education, content e‑commerce, and gaming/esports. As of June 30, 2026 the platform had served 15 enterprise clients and over 1,500 registered freelancers.
The company highlights extensive PRC regulatory, data security, and CSRC filing risks, potential government intervention, foreign investment limits, and HFCAA-related delisting risk if PCAOB inspections cease. Baiya completed a 1‑for‑10 reverse stock split, regained Nasdaq bid-price and equity compliance, disposed of legacy VIE-related assets, and plans to reinvest earnings in PRC operations with no foreseeable dividends.
Baiya International Group Inc., a Cayman Islands holding company listed on Nasdaq as “BIYA,” has filed a shelf registration to offer up to $200,000,000 of Class A ordinary shares, preferred shares, debt securities, warrants, rights and units, and to register up to 50,000,000 Class A ordinary shares for potential resale by selling shareholders. The company will receive proceeds only from its own primary issuances, not from any resale of shares by selling shareholders.
Baiya now operates a PRC-based intelligent SaaS human capital platform through wholly owned subsidiaries Baiya Chengdu and Chuzhou after disposing of its prior VIE-controlled business for $2,000,000. As of July 20, 2026, the aggregate market value of Class A ordinary shares held by non-affiliates was $5,021,869 based on 1,430,732 non-affiliate shares at $3.51 per share. The filing highlights extensive risks related to operating through PRC subsidiaries, foreign investment and foreign exchange controls, potential PRC tax residency, reliance on its matching algorithms and SaaS platform, and the need to maintain compliance with Nasdaq listing standards following a 1-for-10 reverse stock split.
Baiya International Group Inc. approved a 1-for-10 reverse stock split of its class A ordinary shares to help meet the Nasdaq Capital Market’s minimum $1.00 per share bid requirement. The change takes effect at 4:01 p.m. ET on July 10, 2026, with split-adjusted trading starting July 13, 2026 under the same BIYA ticker and a new CUSIP.
The reverse split will reduce the number of outstanding ordinary shares from 26,992,110 to approximately 2,699,211, with every 10 existing shares automatically combined into one share. No fractional shares will be issued, and all shareholders are affected uniformly. Holders in street name or book-entry do not need to take any action.
Baiya International Group Inc. reported that on July 2, 2026 it entered into a new Stock Purchase Agreement with Shengshi International Group Inc. and Starfish Technology-FZE. Under this agreement, Baiya sold all of its equity interests in Starfish Technology-FZE to Shengshi International Group for a cash consideration of US$1,000,000.
The filing explains that a prior stock purchase agreement from September 19, 2025 had provided for the Target Company’s equity to be transferred from its prior shareholders to Baiya. The new agreement instead directs that the equity interests be transferred to Shengshi International Group, with the cash consideration of US$1,000,000 payable to Baiya. The full terms are set out in the Stock Purchase Agreement attached as an exhibit.
Baiya International Group Inc. has completed the sale of its 100% equity interest in Juxing Investment Group (Hong Kong) Limited to Shengshi International Group Inc. The deal, governed by a June 8, 2026 Share Purchase Agreement, carries an aggregate purchase price of US$2,000,000, payable in installments over three years after closing.
Following this transaction, Baiya no longer holds any interest in Juxing or its subsidiaries, including Shenzhen Pengze Future Technology Co., Ltd. and entities previously held through a variable interest entity structure. The company also includes standard forward-looking statement cautions referencing risk factors in its Form 20-F.
Baiya International Group Inc. reported that its Chief Operating Officer, Bin Tan, resigned from his role effective June 6, 2026. The company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices.
Baiya International Group Inc. has agreed to sell 100% of its wholly owned subsidiary Juxing Investment Group (Hong Kong) Limited under a share purchase agreement with Shengshi International Group Inc. for aggregate consideration of $2,000,000.
Through Juxing, the buyer will indirectly control Shenzhen Pengze Future Technology Co., Ltd. and its contractual variable interest entities, including Shenzhen Gongwuyuan Network Technology Co., Ltd. The board, acting under a shareholder mandate granted at an extraordinary general meeting on February 9, 2026, approved the deal on June 8, 2026. Closing is subject to customary conditions, and the company cautions that there is no assurance the disposition will close or close within the expected one‑month timeframe.
Baiya International Group Inc. reported a leadership change, with Ms. Siyu Yang resigning as Chief Executive Officer and Chairman of the Board effective June 1, 2026. The company states her resignation was not due to any disagreement related to its operations, policies, or practices.
On the same date, the remaining board members elected Ms. Linxi Xie as the new CEO and Chairman. Ms. Xie has more than ten years of experience in the financial industry, including leading overseas IPO projects and advising on cross-border capital markets, M&A planning, and financing. She holds a Business Administration degree, a Fund Practitioner Qualification Certificate, and is a Certified Financial Planner.