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

Rhea-AI Filing Summary

Baiya International Group Inc. (BIYA) filed a Form 6-K announcing a board change effective 21 July 2025.

• Director and Audit Committee chair Zicen Liao resigned; the company states the departure involved no disagreements on operations, policies or practices.
• The remaining directors appointed Yankun Wang to fill the vacancy. She becomes director, Audit Committee chair, and a member of both the compensation and nominating committees.
• Wang has 10+ years of HR and administrative experience, most recently as HR & Administration Manager at Jinke Yulv Technology (Mar 2023–present) and previously Deputy Director of Administration at Sichuan Jiaotou Tianfu Real Estate (2019–2023). She holds a nationally accredited Economics Professional Qualification and a B.A. in marketing from Sichuan Normal University.

The filing contains no financial results, strategic initiatives, or transaction details; its scope is limited to the governance change.

Positive

• Vacancy filled immediately, reducing risk of audit-committee non-compliance and potential listing issues.

Negative

• New Audit Committee chair lacks explicit accounting/audit background, which could raise investor concern about oversight robustness.

Insights

Corporate Governance Expert

TL;DR: Board vacancy swiftly filled; new Audit Chair’s finance depth unclear—neutral governance impact.

Ms. Liao’s resignation removes an experienced audit chair but the absence of disagreement minimizes immediate red flags. Prompt appointment of Ms. Wang avoids prolonged non-compliance with Nasdaq audit-committee composition rules. However, her résumé emphasizes HR and administration rather than accounting or financial oversight, raising questions about whether she meets SEC “financial expert” criteria. Until the company clarifies her audit qualifications, the market is likely to view the event as neutral but monitor governance quality.

Financial Analyst

TL;DR: No financial data disclosed; change unlikely to affect near-term valuation.

The 6-K delivers no earnings, guidance, or capital-structure information, so financial models remain unchanged. While audit-committee leadership matters for reporting quality, the seamless transition limits risk of filing delays or restatements. Unless future disclosures reveal gaps in Wang’s audit competence, I classify this as non-material to cash flows and maintain a neutral stance on BIYA’s investment thesis.

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 July 2025

Baiya International Group

(Translation of registrant’s name into English)

Room 18022, Floor 18, 112 W. 34th Street, New York, NY 10120

(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 ☐

Change of Directors

Effective July 21, 2025, Ms. Zicen Liao (“Ms. Liao”) resigned as a director and the chair of the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of Baiya International Group Inc. (the “Company” or the “Registrant”). The resignation of Ms. Liao was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

Effective July 21, 2025, Ms. Yankun Wang (“Ms. Wang”), was elected as a director by the remaining members of the Board to fill the vacancy resulting from the resignation of Ms. Liao. Ms. Liao will also serve as the chair of the Audit Committee, a member of the compensation committee and the nominating committee, respectively, of the Board.

Ms. Wang is a senior HR and administration professional with over a decade of experience in human resources management, organizational development, and corporate administration. From March 2023 to present, she worked as HR and Administration Manager at Jinke Yulv Technology Co., Ltd., where she focused on HR strategy and planning, talent supply chain development, and organizational effectiveness improvement. From March 2019 to March 2023, she served as Deputy Director of Administration at Sichuan Jiaotou Tianfu Real Estate Co., Ltd., a subsidiary of Sichuan Jiaotou, one of China’s leading state-owned enterprises. Ms. Wang holds a nationally accredited Economics Professional Qualification. She earned her bachelor’s degree in marketing from Sichuan Normal University.

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: July 30, 2025	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer and Chairman

FAQ

Why did Baiya International Group (BIYA) file this Form 6-K?

To announce the resignation of director Zicen Liao and the appointment of Yankun Wang as director and Audit Committee chair.

Did Zicen Liao resign due to disagreements with BIYA?

No. The filing states her resignation was not related to any disagreement on company matters.

Who is the new Audit Committee chair at BIYA?

Ms. Yankun Wang, appointed on 21 July 2025, now chairs the Audit Committee and sits on the compensation and nominating committees.

Does the filing include any financial or earnings information for BIYA?

No. The 6-K is limited to board changes and contains no financial data or guidance.

What is Ms. Wang’s professional background?

Over 10 years in HR and administration: HR & Admin Manager at Jinke Yulv Technology (since 2023) and Deputy Director at Sichuan Jiaotou Tianfu Real Estate (2019-2023).