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 February 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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
February 9, 2026, Baiya International Group Inc. (the “Registrant” or the “Company”) held its 2026 Extraordinary
General Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders voted to approve (1) the proposal that
the Company's authorized share capital be increased from 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, to US$12,680,000 divided into (i) 5,064,000,000 Class A Ordinary Shares of US$0.0025 par value 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 with immediate
effect (the “Authorized Share Capital Increase”), (2) the proposal that conditional upon (i) the approval of the Authorized
Share Capital Increase and (ii) the shareholders holding not less than two-thirds of the issued Class B Ordinary Shares of the Company
consenting (the “Class B Shareholder’s Consent”) to the increase of the votes attached to each Class B Ordinary Share
from twenty (20) votes per share to sixty (60) votes per share (the “Class B Condition to the Amended M&A”), the proposed
Sixth Amended and Restated Memorandum and Articles of Association of the Company (the “Amended M&A”), in the form attached
as Annex A to the notice of the Meeting, be adopted by the Company in substitution for, and to the exclusion of, the existing Fifth Amended
and Restated Memorandum and Articles of Association of the Company; (3) the proposal that:(a) conditional upon the approval of the board
of directors of the Company (the "Board"), (i) all the issued and outstanding and authorized and unissued class A ordinary
shares of the Company (the "Class A Ordinary Shares") in the authorized share capital of the Company be consolidated, at any
one time or multiple times during a period of up to two years of the date of the Meeting, at the exact consolidation ratio and effective
time as the Board may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all
such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall
not be more than 1:5,000; and (ii) no fractional Class A Ordinary Shares be issued in connection with each of the Share Consolidations;
if a shareholder is entitled to receive a fractional Class A Ordinary Share upon a Share Consolidation, the total number of Class A Ordinary
Shares to be received by such shareholder be rounded up to the next whole Class A Ordinary Share; (b) the Board be authorized, at its
absolute and sole discretion, to either (i) implement one or more Share Consolidations, and determine the exact consolidation ratio and
effective date of such Share Consolidation during a period of two years of the date of the Meeting; or (ii) elect not to implement any
Share Consolidation during a period of two years of the date of the Meeting; and (c) if and when deemed advisable by the Board in its
sole discretion, any director or officer of the company be authorized, for and on behalf of the company, to do all such other acts and
things and execute all such documents necessary or desirable to implement Share Consolidation(s), (4) the proposal that subject to and
immediately following the Share Consolidation(s) being effected, the Company adopt an amended and restated memorandum and articles of
association in substitution for, and to the exclusion of, the Company's then existing memorandum and articles of association, to reflect
such Share Consolidation(s), (5) the proposal that a general mandate be granted to the Board to exercise absolute discretion, for a period
of twenty-four (24) months from the date of the Meeting, in deciding on the disposal of any assets of the Company, whether by sale, transfer,
or any other method of disposition, and to determine and finalize all specific terms, conditions, pricing, and arrangements related to
any such asset disposal as the Board deems fit and (6) the proposal that the Board be authorized and empowered, in its absolute discretion,
to arrange and secure financing for the purpose of purchasing virtual currencies and/or digital assets through any means it deems suitable,
including but not limited to equity financing, debt financing, issuance of convertible securities, or entering into credit facilities
(the "Financing"), and to negotiate, determine, agree upon, and execute all terms, conditions, agreements, and definitive documentation
related to such Financing and the underlying asset purchases, including matters of size, pricing, security, tenor, and use of proceeds.
The
Class B Condition to the Amended M&A was satisfied when the Class B Shareholder’s Consent was delivered to the Company's registered
office address on January 21, 2026 pursuant to and in compliance with the requirements of the Company’s then effective memorandum
and articles of association.
Attached
herewith as Exhibit 3.1 is the Company’s Sixth Amended and Restated Memorandum and Articles of Association.
Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 3.1 |
|
Sixth Amended and Restated Memorandum and Articles of Association |
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:
February 10, 2026 |
Baiya
International Group Inc. |
| |
|
|
| |
By: |
/s/
Siyu Yang |
| |
|
Siyu
Yang |
| |
|
Chief
Executive Officer |
