UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of April 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 ☐
On
April 17, 2026, Baiya International Group Inc. (the “Company” or the “Registrant”) entered into a Securities
Purchase Agreement (the “Agreement”) with an institutional investor for the purchase of 13,500,000 class A ordinary shares,
par value $0.0025 per share of the Company, at the price of $0.312 per share, by the investor. The closing of the transaction is expected
to take place in the second quarter of 2026, subject to the satisfaction of the customary closing conditions, including necessary regulatory
approvals, if applicable.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
This
Report on Form 6-K and the information contained herein shall be deemed to be furnished and not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking
Statements.
This
Report on Form 6-K contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results
to differ materially, including risks relating to the satisfaction of closing conditions, the receipt of regulatory approvals (including
approvals by Nasdaq), and the timing and completion of the transaction.
Exhibit
Index
| Exhibit |
| |
| 10.1 |
Securities Purchase Agreement dated April 17, 2026 |
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:
April 23, 2026 |
Baiya
International Group Inc. |
| |
|
|
| |
By: |
/s/ Siyu
Yang |
| |
|
Siyu
Yang |
| |
|
Chief
Executive Officer |
