Baiya International (BIYA) seeks big share boost, reverse splits and crypto mandate

Rhea-AI Filing Summary

Baiya International Group Inc. is updating earlier disclosure about its 2026 extraordinary general meeting and correcting clerical errors. The company plans to ask shareholders on January 28, 2026 to approve a large increase in authorized share capital, raising it from US$180,000 to US$13,180,000, mainly by expanding Class A ordinary shares to 5,064,000,000. Shareholders will also be asked to approve a new Sixth Amended and Restated Memorandum and Articles, which would, among other things, allow each Class B ordinary share to carry 60 votes instead of 20 if Class B holders consent.

The board would receive wide discretion to implement one or more share consolidations (reverse splits) of Class A shares over two years at ratios up to 1:5,000, with fractional shares rounded up. Additional proposals would let the board adopt updated governing documents after any consolidation, grant a 24‑month general mandate to dispose of company assets on terms it decides, and authorize the board to arrange financing, including equity, debt, or convertible securities, to purchase virtual currencies and digital assets.

Insights

Capital structure and governance analyst

BIYA seeks broad authority to expand shares, shift voting power, and restructure.

Baiya International Group Inc. is asking shareholders to approve a very large increase in authorized Class A ordinary shares to 5,064,000,000 and to adopt new governing documents. The proposals also allow each Class B ordinary share to carry 60 votes, up from 20, if two‑thirds of Class B holders consent, which could materially change voting dynamics between share classes.

The board would be empowered to conduct one or more share consolidations of Class A shares over a two‑year period at ratios up to 1:5,000. This creates flexibility to adjust the share count and trading price without specifying timing or ratio now, and fractional shares are to be rounded up to whole shares. The combination of a much larger authorized pool and potential reverse splits can significantly reshape the capital structure depending on future board decisions.

Shareholders are also asked to grant a 24‑month general mandate for asset disposals and to authorize the board to arrange financing, including equity, debt, or convertible instruments, to purchase virtual currencies and digital assets. While specific transaction sizes and timing are not detailed in this excerpt, these mandates collectively provide considerable discretion to the board, so future disclosures will be important to understand how these powers are used.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-42553

Baiya International Group Inc. 

(Registrant’s Name)

Room 18022, Floor 18, 112 W. 34th Street

New York, NY 10120

(Address of Principal Executive Offices) 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 6-K/A (the “6-K Amendment”) is being filed to amend the Current Report on Form 6-K of Baiya International Group Inc. (the “Company”) filed on January 6, 2026 (the “Original 6-K”). The Original 6-K included disclosure with respect to an extraordinary general meeting of shareholders of the Company. This 6-K Amendment amends and restates the Original 6-K in order to correct certain clerical errors.

INFORMATION CONTAINED IN THIS FORM 6-K/A REPORT

On January 9, 2026, Baiya International Group Inc. (the “Registrant” or the “Company”) announced that it will hold its 2026 Extraordinary General Meeting of Shareholders (the “Meeting”) on January 28, 2026. Shareholders of record who hold ordinary shares of the Company at the close of business on January 2, 2026 will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

At the Meeting, the shareholders will be asked to vote on (1) a proposal that the Company's authorized share capital be increased from US$180,000 divided into: (i) 64,000,000 Class A Ordinary Shares of par value US$0.0025 each, (ii) 100,000,000 Class B Ordinary Shares of par value US$0.0001 each and (iii) 100,000,000 Preferred Shares of par value US$0.0001 each, to US$13,180,000 divided into (i) 5,064,000,000 Class A Ordinary Shares of US$0.0025 par value each, (ii) 100,000,000 Class B Ordinary Shares of par value US$0.0001 each and (iii) 100,000,000 Preferred Shares of par value US$0.0001 each with immediate effect (the “Authorized Share Capital Increase”), (2) a proposal that conditional upon (i) the approval of the Authorized Share Capital Increase and (ii) the shareholders holding not less than two-thirds of the issued Class B Ordinary Shares of the Company consenting to the increase of the votes attached to each Class B Ordinary Share from twenty (20) votes per share to sixty (60) votes per share, the proposed Sixth Amended and Restated Memorandum and Articles of Association of the Company (the “Amended M&A”), in the form attached as Annex A to the notice of the extraordinary general meeting of shareholders of the Company, be adopted by the Company in substitution for, and to the exclusion of, the existing Fifth Amended and Restated Memorandum and Articles of Association of the Company; (3) a proposal that:

(a) conditional upon the approval of the board of directors of the Company (the "Board"), (i) all the issued and outstanding and authorized and unissued class A ordinary shares of the Company (the "Class A Ordinary Shares") in the authorized share capital of the Company be consolidated, at any one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:5,000; and (ii) no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations; if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share; (b) the Board be authorized, at its absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of such Share Consolidation during a period of two years of the date of the Meeting; or (ii) elect not to implement any Share Consolidation during a period of two years of the date of the Meeting; and (c) if and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalf of the company, to do all such other acts and things and execute all such documents necessary or desirable to implement Share Consolidation(s), (4) a proposal that subject to and immediately following the Share Consolidation(s) being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, to reflect such Share Consolidation(s), (5) a proposal that a general mandate be granted to the Board to exercise absolute discretion, for a period of twenty-four (24) months from the date of the Meeting, in deciding on the disposal of any assets of the Company, whether by sale, transfer, or any other method of disposition, and to determine and finalize all specific terms, conditions, pricing, and arrangements related to any such asset disposal as the Board deems fit and (6) a proposal that the Board be authorized and empowered, in its absolute discretion, to arrange and secure financing for the purpose of purchasing virtual currencies and/or digital assets through any means it deems suitable, including but not limited to equity financing, debt financing, issuance of convertible securities, or entering into credit facilities (the "Financing"), and to negotiate, determine, agree upon, and execute all terms, conditions, agreements, and definitive documentation related to such Financing and the underlying asset purchases, including matters of size, pricing, security, tenor, and use of proceeds.

The Notice of the Meeting is furnished herewith as Exhibit 99.1. Attached herewith as Exhibit 3.1 is the proposed Sixth Amended and Restated Memorandum and Articles of Association.

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Exhibits

Exhibit No.		Description of Exhibit
3.1		Proposed Sixth Amended and Restated Memorandum and Articles of Association
99.1		Notice of 2026 Extraordinary General Meeting of Shareholders

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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, thereunto duly authorized.

Date: January 9, 2026	Baiya International Group Inc.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

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FAQ

What is Baiya International Group Inc. (BIYA) asking shareholders to approve at the 2026 extraordinary general meeting?

The company is asking shareholders to approve a large increase in authorized share capital, the adoption of a Sixth Amended and Restated Memorandum and Articles of Association, authority for the board to conduct one or more share consolidations of Class A shares, a mandate for asset disposals over 24 months, and authority for the board to arrange financing to purchase virtual currencies and digital assets.

How much will BIYA's authorized share capital increase if the proposal is approved?

The proposal would increase authorized share capital from US$180,000, divided among existing share classes, to US$13,180,000, divided into 5,064,000,000 Class A Ordinary Shares of par value US$0.0025 each, 100,000,000 Class B Ordinary Shares of par value US$0.0001 each, and 100,000,000 Preferred Shares of par value US$0.0001 each.

What change is proposed to the voting rights of BIYA's Class B ordinary shares?

Conditional on approval of the authorized share capital increase and consent by shareholders holding at least two‑thirds of the issued Class B Ordinary Shares, the votes attached to each Class B Ordinary Share would increase from 20 votes per share to 60 votes per share, as reflected in the proposed Sixth Amended and Restated Memorandum and Articles of Association.

What share consolidation authority is BIYA's board seeking?

The board seeks authority, for up to two years from the meeting date, to implement one or more share consolidations (reverse splits) of all issued, outstanding, and authorized but unissued Class A Ordinary Shares at consolidation ratios it determines, provided the cumulative ratio does not exceed 1:5,000. No fractional Class A shares would be issued; any fractional entitlements would be rounded up to the next whole share.

What asset disposal and financing mandates are proposed for BIYA's board?

One proposal would grant the board a 24‑month general mandate to dispose of any company assets by sale, transfer, or other methods on terms it decides. Another proposal would authorize the board to arrange and secure financing, including equity, debt, or convertible securities and credit facilities, to purchase virtual currencies and/or digital assets, and to agree on all related terms, including size, pricing, security, tenor, and use of proceeds.

Who can vote at BIYA's 2026 extraordinary general meeting and when will it be held?

The meeting is scheduled for January 28, 2026. Shareholders of record who hold ordinary shares of the company at the close of business on January 2, 2026 will be entitled to receive notice of and vote at the meeting and any postponements or adjournments.