[6-K] Baiya International Group Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Baiya International Group Inc. (BIYA) will hold a 2025 Extraordinary General Meeting on November 28, 2025. Shareholders of record at the close of business on October 22, 2025 may vote.

The agenda asks shareholders to approve, with effect upon approval by the NASDAQ Stock Market, a 25:1 share consolidation of all authorized, issued and unissued Class A ordinary shares, converting every 25 existing shares of US$0.0001 par value into 1 share of US$0.0025 par value. Fractional entitlements will be rounded up to the next whole share. Following the consolidation, authorized share capital would be US$180,000, divided into 64,000,000 Class A (US$0.0025), 100,000,000 Class B (US$0.0001), and 100,000,000 Preferred (US$0.0001) shares.

Shareholders will also vote on adopting the Fifth Amended and Restated Memorandum and Articles to reflect the revised authorized share capital.

Insights

Corporate actions analyst

Neutral governance action: BIYA seeks approval for a 25:1 consolidation.

BIYA has called an EGM on November 28, 2025 for a 25:1 consolidation of Class A ordinary shares, conditioned “with effect upon approval by the NASDAQ Stock Market.” The mechanics convert every 25 existing Class A shares of US$0.0001 par value into one share of US$0.0025, with fractional outcomes rounded up to a whole share.

Post-consolidation, the authorized share capital would be US$180,000, allocated as 64,000,000 Class A, 100,000,000 Class B, and 100,000,000 Preferred shares at the stated par values. A Fifth Amended and Restated Memorandum and Articles would align governance documents with the revised capital structure.

The action depends on shareholder approval and NASDAQ’s approval clause; actual effects occur only after those conditions. The record date is October 22, 2025, defining voting eligibility.

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 October 2025

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 October 23, 2025, Baiya International Group Inc. (the “Registrant” or the “Company”) announced that it will hold its 2025 Extraordinary General Meeting of Shareholders (the “Meeting”) on November 28, 2025. Shareholders of record who hold ordinary shares of the Company at the close of business on October 22, 2025, 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 with effect upon approval by the NASDAQ Stock Market, (a) all the authorized, issued and unissued Class A Ordinary Shares be consolidated at a 25:1 ratio (the Share Consolidation), such that every twenty-five (25) issued and unissued existing Class A ordinary shares of US$0.0001 par value each be consolidated into one Class A ordinary share of a par value of US$0.0025 each (the Consolidated Class A Ordinary Shares), such Consolidated Class A Ordinary Shares shall rank pari passu in all respect with each other, so that following the Share Consolidation, the authorized share capital of the Company shall become 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; and (b) all fractional entitlements to the issued Consolidated Class A Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number; and (2) a proposal that the Company adopt the fifth amended and restated memorandum and articles of association of the Company (the Fifth Amended M&AA) in the form attached as Annex A to the Notice of Meeting in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with immediate effect, to reflect the revised authorized share capital upon effectiveness of the Share Consolidation.

The Notice of the Meeting and the proposed Fifth Amended M&AA, are furnished herewith as Exhibit 99.1 and Exhibit 3.1, respectively.

Exhibits

Exhibit No.		Description of Exhibit
3.1		Proposed Fifth Amended and Restated Memorandum and Articles of Association
99.1		Notice of 2025 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: October 23, 2025	Baiya International Group Inc.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

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FAQ

What is Baiya International (BIYA) asking shareholders to approve?

A 25:1 consolidation of all authorized, issued and unissued Class A ordinary shares, effective upon approval by the NASDAQ Stock Market, and related charter updates.

When is BIYA’s Extraordinary General Meeting and who can vote?

The meeting is on November 28, 2025. Shareholders of record at the close of business on October 22, 2025 are entitled to vote.

How will BIYA handle fractional shares from the consolidation?

Fractional entitlements will be rounded up to the next whole Class A share.

What will BIYA’s authorized share capital be after the consolidation?

Authorized share capital would be US$180,000, divided into 64,000,000 Class A (US$0.0025), 100,000,000 Class B (US$0.0001), and 100,000,000 Preferred (US$0.0001) shares.

What governance change is BIYA proposing alongside the consolidation?

Adoption of the Fifth Amended and Restated Memorandum and Articles of Association to reflect the revised authorized share capital.

Is the 25:1 consolidation immediately effective?

No. It is proposed to take effect upon approval by the NASDAQ Stock Market following shareholder approval.