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 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 ☐
Reverse Stock Split;
Record Date
Baiya International Group
Inc. (the “Company” or the “Registrant”) is reporting that its board of directors has approved a reverse stock
split (the “Reverse Stock Split”) of the Company’s class A ordinary shares, a par value of US$0.0025 each (the “Ordinary
Shares”), at a ratio of 1-for-10.
The Company is undertaking
the Reverse Stock Split with the objective of meeting the minimum $1.00 per Ordinary Share bid requirement for maintaining the listing
of the Ordinary Shares on The Nasdaq Capital Market.
The Reverse Stock Split
will be effective at 04:01 p.m. (ET) on Friday, July 10, 2026 (the “Record Date”) and the Ordinary Shares will begin trading
on a split-adjusted basis when the Nasdaq Stock Market LLC opens for trading on Monday, July 13, 2026. The Ordinary Shares will continue
to trade on The Nasdaq Capital Market under the trading symbol “BIYA” but will trade under the following new CUSIP number:
G07064 127.
The number of the Company’s
pre-Reverse Stock Split outstanding shares is 26,992,110 Ordinary Shares. As a result of the Reverse Stock Split, every 10 Ordinary
Shares held as of the Record Date will be automatically combined into one Ordinary Share. The number of outstanding Ordinary Shares will
be reduced from 26,992,110 Ordinary Shares to approximately 2,699,211 Ordinary Shares. No fractional shares will be created or issued
in connection with the Reverse Stock Split. The Reverse Stock Split will affect all holders of Ordinary Shares uniformly.
Shareholders with Ordinary
Shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact
of the Reverse Stock Split reflected in their accounts on or after July 13, 2026. Such beneficial holders may contact their bank,
broker, or nominee for more information.
Forward-Looking Statements
This current report on
Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements can be also identified
by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates”
and similar statements.
These forward-looking
statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause
results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements
are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking
statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed
discussion of factors that could cause or contribute to such differences and other risks that affect our business is included in filings
we make with the Commission from time to time, including our most recent report on Form 20-F, particularly under the heading “Risk
Factors”.
Issuance of Press Release
On July 8, 2026, the Company issued a press release
regarding the Reverse Stock Split. A copy of the press release is filed as an exhibit to this Form 6-K as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated July 8, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities and 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 8, 2026 |
By: |
Baiya International Group Inc. |
| |
|
|
| |
|
/s/ Linxi Xie |
| |
|
Linxi Xie |
| |
|
Chief Executive Officer |
Exhibit 99.1
Baiya International Group Inc. Announces Reverse Split
Record Date
Shenzhen, P.R. China, July 08, 2026 (GLOBE NEWSWIRE) -- Baiya International Group Inc. (NASDAQ: BIYA; the “Company” or “BIYA”),
a human resource technology company utilizing its cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled
HR solutions is reporting that its board of directors has approved a reverse stock split (the “Reverse Stock Split”) of the
Company’s class A ordinary shares, a par value of US$0.0025 each (the “Ordinary Shares”), at a ratio of 1-for-10, with
a post- Reverse Stock Split par value of US$0.025.
The Company is undertaking
the Reverse Stock Split with the objective of meeting the minimum $1.00 per Ordinary Share bid requirement for maintaining the listing
of the Ordinary Shares on The Nasdaq Capital Market.
The Reverse Stock Split
will be effective at 04:01 p.m. (ET) on Friday, July 10, 2026 (the “Record Date”) and the Ordinary Shares will begin trading
on a split-adjusted basis when the Nasdaq Stock Market LLC opens for trading on Monday, July 13, 2026. The Ordinary Shares will continue
to trade on The Nasdaq Capital Market under the trading symbol “BIYA” but will trade under the following new CUSIP number:
G07064 127.
The number of the Company’s
pre-Reverse Stock Split outstanding shares is 26,992,110 Ordinary Shares. As a result of the Reverse Stock Split, every 10 Ordinary Shares
held as of the Record Date will be automatically combined into one Ordinary Share. The number of outstanding Ordinary Shares will be reduced
from 26,992,110 Ordinary Shares to approximately 2,699,211 Ordinary Shares. No fractional shares will be created or issued in connection
with the Reverse Stock Split. The Reverse Stock Split will affect all holders of Ordinary Shares uniformly.
Shareholders with Ordinary
Shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact
of the Reverse Stock Split reflected in their accounts on or after July 13, 2026. Such beneficial holders may contact their bank, broker,
or nominee for more information.
Forward-Looking Statements
This press release contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The forward-looking statements can be also identified by terminology such as
“may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes,” “estimates” and similar statements.
These forward-looking
statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause
results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements
are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking
statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed
discussion of factors that could cause or contribute to such differences and other risks that affect our business is included in filings
we make with the Commission from time to time, including our most recent report on Form 20-F, particularly under the heading “Risk
Factors”.
For investor and media inquiries, please contact:
Baiya International Group Inc.
Investor Relations Department
Phone: +1 838 900-8888
Email: info@biyainc.com
Investor Relations Inquiries:
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
