Baiya International Group Inc. (BIYA) agrees $2M sale of Juxing and VIE interests

Rhea-AI Filing Summary

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.

Insights

Cross-border M&A and China structure analyst

Baiya is divesting a VIE-controlled China business for $2 million.

Baiya International Group Inc. signed a share purchase agreement to dispose of 100% of Juxing Investment Group (Hong Kong) Limited for $2,000,000. Juxing holds Shenzhen Pengze Future Technology Co., Ltd., which in turn controls Shenzhen Gongwuyuan Network Technology Co., Ltd. through variable interest entity contracts.

The board approved this transaction on June 8, 2026, relying on a general disposal mandate granted at an extraordinary general meeting on February 9, 2026. Closing is subject to customary conditions, and the company explicitly warns there can be no assurance the deal completes within the expected one‑month period, or at all.

From an investor perspective, this is a strategic portfolio change rather than a capital markets event. The filing does not quantify how large these assets are relative to Baiya’s overall business, so the economic impact is difficult to gauge purely from this disclosure. The neutral language around risks and forward‑looking statements underscores typical execution and regulatory uncertainties.

Key Figures

Sale consideration: $2,000,000 Equity interest sold: 100% Board approval date: June 8, 2026 +2 more

5 metrics

Sale consideration $2,000,000 Aggregate consideration for 100% equity interest in Juxing

Equity interest sold 100% Equity interest in Juxing Investment Group (Hong Kong) Limited

Board approval date June 8, 2026 Date board approved the disposition and SPA was signed

Shareholder mandate date February 9, 2026 Extraordinary general meeting granting general disposal mandate

Expected closing timeline Within one month Expected period after June 8, 2026 SPA signing, not assured

Key Terms

share purchase agreement, variable interest entities, extraordinary general meeting, forward-looking statements

4 terms

share purchase agreement financial

"entered into a share purchase agreement (the “SPA”) with Shengshi International Group Inc."

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

variable interest entities financial

"controls Shenzhen Gongwuyuan Network Technology Co., Ltd through a series of contractual agreements with certain variable interest entities"

A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.

extraordinary general meeting financial

"by the shareholders of the Company at the extraordinary general meeting of shareholders of the Company on February 9, 2026"

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Baiya International Group Inc. (BIYA) disclose in this Form 6-K?

Baiya International Group Inc. agreed to sell 100% of its subsidiary Juxing Investment Group (Hong Kong) Limited for $2,000,000. This divests Juxing’s indirect interests in Shenzhen Pengze Future Technology and its VIE-controlled operations, including Shenzhen Gongwuyuan Network Technology.

Who is buying Juxing from Baiya International Group Inc. (BIYA)?

The buyer is Shengshi International Group Inc., a Cayman Islands exempted company. After closing, Shengshi will become the sole shareholder of Juxing and indirectly control Shenzhen Pengze Future Technology and its variable interest entities, including Shenzhen Gongwuyuan Network Technology.

What assets are indirectly involved in Baiya International Group Inc.’s $2,000,000 disposition?

Juxing owns Shenzhen Pengze Future Technology Co., Ltd., which controls Shenzhen Gongwuyuan Network Technology Co., Ltd. and related variable interest entities via contractual arrangements. Selling Juxing effectively transfers indirect control of these Chinese operating entities to the purchaser for $2,000,000.

When did Baiya International Group Inc. (BIYA) approve and sign the Juxing sale?

Baiya’s board approved the disposition on June 8, 2026, the same date the share purchase agreement was signed. The board acted under a general asset disposal mandate granted by shareholders at an extraordinary general meeting held on February 9, 2026.

When is Baiya International Group Inc. expecting the Juxing transaction to close?

The company expects the disposition to close within one month of the June 8, 2026 signing date of the share purchase agreement. However, it explicitly states there is no assurance the transaction will close, or close within this anticipated timeframe.

What conditions apply to Baiya International Group Inc.’s sale of Juxing?

The closing of the disposition is subject to customary closing conditions referenced in the share purchase agreement. Baiya also includes standard forward-looking statement warnings, highlighting that various risks and uncertainties could affect whether and when the transaction is completed.

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 June 2026

Commission File Number: 001-42553

BAIYA INTERNATIONAL GROUP INC.

(Translation of registrant’s name into English)

5Q, No. 5 Golf Avenue

Guangpei Community, Guanlan Street

Longhua District, Shenzhen, China

(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 Agreement

On June 8, 2026, Baiya International Group Inc. (the “Registrant” or the “Company”) entered into a share purchase agreement (the “SPA”) with Shengshi International Group Inc., a Cayman Islands exempted company (the “Purchaser”) and Juxing Investment Group (Hong Kong) Limited, a wholly-owned subsidiary of the Company (“Juxing”), pursuant to which the Company will sell 100% equity interest in Juxing to the Purchaser for an aggregate consideration of $2,000,000 (the “Disposition.”)

Juxing owns 100% equity interests in Shenzhen Pengze Future Technology Co., Ltd, a Chinese company, which controls Shenzhen Gongwuyuan Network Technology Co., Ltd (“Gongwuyuan”) through a series of contractual agreements with certain variable interest entities (the “VIEs”) which include Gongwuyuan and its subsidiaries and shareholders. Upon the closing of the Disposition, the Purchaser will become the sole shareholder of Juxing and indirectly control the VIEs.

The closing of the Disposition is subject to customary closing conditions. The Company’s board of directors (the “Board”) was given a general mandate to exercise absolute discretion in deciding on the disposal of any assets of the Company, including specific terms, conditions, pricing, and arrangements related to any such asset disposal, by the shareholders of the Company at the extraordinary general meeting of shareholders of the Company on February 9, 2026. The Board approved the Disposition on June 8, 2026.

The Company expects that the Disposition will close within a month of the signing date of the SPA. The Company makes no assurances that the transaction will close, or will close within the expected timeframe.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Exhibits.

Exhibit No.		Description
10.1		Share Purchase Agreement dated June 8, 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: June 8, 2026	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Linxi Xie
		Linxi Xie
		Chief Executive Officer

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SHARE PURCHASE AGREEMENT DATED JUNE 8, 2026 111.6 KB