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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number 001-42553
Baiya International Group Inc.
(Translation of registrant’s name into English)
Suite 7540, The Empire State Building
350 Fifth Avenue
New York, New York 10118
Telephone: +1838 900 8888
(Address of Principal Executive Office)
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
Entry into a Material Definition Agreement
On July 18, 2025, Baiya International Group Inc. (the “Company”)
announced its entry into a strategic merger framework agreement (the “Agreement”) with Dubai-headquartered technology company
STARFISH TECHNOLOGY-FZE (“Starfish”). Under this Agreement, the Company intends to acquire all equity interests and core assets
of Starfish, marking a significant shift in the Company’s business toward digital assets and financial technology. Target properties
will include all intellectual property and operational rights to Starfish’s flagship product, UpTop.Meme (“UpTop”).
This merger is anticipated to approximately add around $15million in profit. The Company will proceed with a thorough due diligence and
intend to provide timely updates.
A copy of the press release made on July 18, 2025 is being furnished
on Exhibit 99.1 with this Form 6-K
Forward-Looking Statement
This press release may contain certain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
relating to the business of Baiya International Group Inc., and its subsidiary companies (“Company”). All statements, other
than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are
often identified by the use of forward-looking terminology such as “believes,” “expects,” or similar expressions,
involving known and unknown risks and uncertainties. Further, any relevant information provided regarding Web3, blockchain, bitcoin, cryptocurrency,
and digital assets are strictly for informational and educational purposes only. It does not constitute financial, investment, legal,
or tax advice, nor is it an offer or solicitation to buy, sell, or hold any digital asset or related financial product. Investors should
not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. None of the information,
content, or data shared should be considered a recommendation or endorsement of our stocks. The Company’s actual results could differ
materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in
the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov.
All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by
these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Baiya International Group Inc. Announces Strategic Acquisition to Accelerate Web3 Transformation—Press Release dated July 18, 2025 |
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.
| Baiya International Group Inc. |
|
| |
|
| By: |
/s/ Siyu Yang |
|
| Name: |
Siyu Yang |
|
| Title: |
Chief Executive Officer |
|
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