Baiya International plans sale of 13.5M shares

Baiya International Group Inc. entered into a Securities Purchase Agreement with an institutional investor to sell 13,500,000 Class A ordinary shares at $0.312 per share.

Rhea-AI Filing Summary

Baiya International Group Inc. entered into a Securities Purchase Agreement with an institutional investor to sell 13,500,000 Class A ordinary shares at $0.312 per share.

The closing is expected in the second quarter of 2026, subject to customary closing conditions and required regulatory approvals, including approvals by Nasdaq.

Insights

Equity capital markets analyst

Baiya agrees to sell 13.5M new shares at $0.312 each, with closing subject to regulatory approvals.

Baiya International Group Inc. signed a Securities Purchase Agreement with an institutional investor covering 13,500,000 Class A ordinary shares at $0.312 per share. This indicates a planned equity issuance to a single institutional counterparty on agreed terms.

The transaction is expected to close in the second quarter of 2026, but only after customary closing conditions are met, including any necessary regulatory approvals such as approvals by Nasdaq. Actual completion therefore depends on those conditions being satisfied, and timing may vary if approvals are delayed.

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Accepted by SEC EDGAR 04/23/2026 - 08:30 AM EDT Learn about SEC filing dates

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

1

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

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED APRIL 17, 2026 229.7 KB