Baiya International (NASDAQ: BIYA) to buy UAE software firm Starfish

Rhea-AI Filing Summary

Baiya International Group Inc. entered into a stock purchase agreement to acquire 100% of the equity interests in Starfish Technology-FZE, a software development company based in the United Arab Emirates. The purchase price will be satisfied entirely in equity through 2,320,000 newly issued Class A ordinary shares of Baiya International. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Insights

Equity & M&A analyst

Baiya plans an all-share acquisition of UAE-based Starfish Technology-FZE.

Baiya International Group Inc. has agreed to acquire 100% of Starfish Technology-FZE, a UAE software development company, paying with 2,320,000 newly issued Class A ordinary shares. This structure means no cash consideration is mentioned in the excerpt, and the sellers receive their value in Baiya equity.

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, so completion still depends on those conditions being met. The use of newly issued shares implies some level of equity dilution for existing holders, but the excerpt does not provide the company’s current share count, so the relative size of that dilution is not quantified here.

Because key metrics such as Starfish’s revenue, profitability, or purchase price relative to Baiya’s size are not disclosed in this text, the financial impact cannot be assessed from this excerpt alone. Subsequent company filings may provide further detail on Starfish’s operations and how the acquisition affects Baiya’s business mix.

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 September 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 ☐

Entry into Material Definitive Agreements

On September 19, 2025, BAIYA INTERNATIONAL GROUP INC. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with STARFISH TECHNOLOGY-FZE, a software development company formed pursuant to the laws of the United Arab Emirates (“Starfish”) and each of the holders of Starfish’s outstanding capital shares, to acquire 100% of the equity interests in Starfish. The purchase price will be paid in the form of 2,320,000 newly-issued Class A ordinary shares of the Company. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, the form of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Stock Purchase Agreement

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: September 26, 2025	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

2

FAQ

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

Baiya International Group Inc. reported that it entered into a stock purchase agreement to acquire 100% of the equity interests in Starfish Technology-FZE, a software development company formed under the laws of the United Arab Emirates.

How is Baiya International (BIYA) paying for the acquisition of Starfish Technology-FZE?

The purchase price for Starfish Technology-FZE will be paid in the form of 2,320,000 newly issued Class A ordinary shares of Baiya International Group Inc.

When is the Baiya International (BIYA) acquisition of Starfish Technology-FZE expected to close?

The acquisition is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Who are the parties to Baiya International Group Inc.'s stock purchase agreement?

The agreement is between Baiya International Group Inc., Starfish Technology-FZE, and each of the holders of Starfish’s outstanding capital shares.

What type of company is Starfish Technology-FZE in Baiya International's (BIYA) deal?

Starfish Technology-FZE is described as a software development company formed under the laws of the United Arab Emirates.

Where can investors find the full terms of Baiya International's stock purchase agreement?

The form of the stock purchase agreement is filed as Exhibit 4.1 to this report, and the brief description is expressly qualified in its entirety by reference to that exhibit.