Baiya International (BIYA) to divest Starfish Technology-FZE in $1M cash deal

Rhea-AI Filing Summary

Baiya International Group Inc. reported that on July 2, 2026 it entered into a new Stock Purchase Agreement with Shengshi International Group Inc. and Starfish Technology-FZE. Under this agreement, Baiya sold all of its equity interests in Starfish Technology-FZE to Shengshi International Group for a cash consideration of US$1,000,000.

The filing explains that a prior stock purchase agreement from September 19, 2025 had provided for the Target Company’s equity to be transferred from its prior shareholders to Baiya. The new agreement instead directs that the equity interests be transferred to Shengshi International Group, with the cash consideration of US$1,000,000 payable to Baiya. The full terms are set out in the Stock Purchase Agreement attached as an exhibit.

Insights

Cross-border M&A analyst

Baiya signs a material agreement to sell a subsidiary for $1M cash.

Baiya International Group Inc. has executed a Stock Purchase Agreement to sell all equity in Starfish Technology-FZE to Shengshi International Group Inc. for US$1,000,000 in cash. This is structured as a complete divestiture of the Target Company.

The filing notes a prior stock purchase agreement from September 19, 2025 under which equity would have been transferred to Baiya from the former shareholders. The new agreement redirects that equity transfer to Shengshi, with Baiya receiving the cash consideration. Actual financial impact depends on the relative size of the Target Company within Baiya’s overall business, which is not detailed in this excerpt.

The arrangement is described as a material agreement and the full Stock Purchase Agreement is filed as an exhibit dated July 2, 2026. Future company filings may clarify how this divestiture affects segment revenues, profits, or strategic focus.

Key Figures

Cash consideration: US$1,000,000 Agreement date: July 2, 2026 Prior agreement date: September 19, 2025 +1 more

4 metrics

Cash consideration US$1,000,000 Purchase price for all equity interests in Starfish Technology-FZE

Agreement date July 2, 2026 Date of Stock Purchase Agreement between Baiya, Shengshi and Starfish

Prior agreement date September 19, 2025 Date of prior stock purchase agreement regarding Starfish equity

Form type Form 6-K Report of foreign private issuer for July 2026

Key Terms

Stock Purchase Agreement, material agreement, forward-looking statements, Risk Factors, +1 more

5 terms

Stock Purchase Agreement financial

"entered into a Stock Purchase Agreement (the “Agreement”) with Shengshi International Group Inc."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

material agreement regulatory

"Entry into a Material Agreement On July 2, 2026, Baiya International Group Inc."

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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Available on EDGAR 07/06/2026 - 04:52 PM Accepted by SEC EDGAR 07/06/2026 - 04:51 PM Learn about SEC filing dates

FAQ

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

Baiya International Group Inc. disclosed a Stock Purchase Agreement to sell all equity interests in Starfish Technology-FZE to Shengshi International Group Inc. for US$1,000,000 in cash, documenting a full divestiture of that subsidiary-level entity.

How much cash will Baiya International Group Inc. (BIYA) receive in the Starfish Technology-FZE sale?

Baiya will receive US$1,000,000 in cash from Shengshi International Group Inc. for selling all its equity interests in Starfish Technology-FZE. The agreement specifies this fixed cash consideration as the purchase price for the Target Company’s equity.

Who is acquiring Starfish Technology-FZE from Baiya International Group Inc. (BIYA)?

Shengshi International Group Inc. is acquiring all equity interests in Starfish Technology-FZE from Baiya International Group Inc. under a Stock Purchase Agreement dated July 2, 2026, paying US$1,000,000 in cash to Baiya as consideration.

What happened to Baiya’s prior stock purchase agreement for Starfish Technology-FZE?

A prior stock purchase agreement dated September 19, 2025 had provided for Starfish Technology-FZE equity to transfer from its previous shareholders to Baiya. The new agreement now provides that the equity interests transfer to Shengshi International Group Inc. instead, with Baiya receiving US$1,000,000.

Why is the Baiya–Shengshi agreement described as a material agreement?

The agreement is labeled a material agreement because it involves the sale of all Baiya’s equity interests in Starfish Technology-FZE for US$1,000,000. Such a complete divestiture of a subsidiary-level entity is generally considered significant enough to require specific disclosure.

Where can investors find the full terms of Baiya International’s Stock Purchase Agreement?

The full Stock Purchase Agreement dated July 2, 2026 is filed as Exhibit 10.1 to the report. Investors can review that exhibit for detailed terms, including representations, covenants, closing conditions, and any additional provisions beyond the headline US$1,000,000 cash consideration.

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.

(Translation of registrant’s name into English)

5Q, No. 5 Golf Avenue

Guangpei Community, Guanlan Street

Longhua District, Shenzhen, China

(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 ☐

Entry into a Material Agreement

On July 2, 2026, Baiya International Group Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Shengshi International Group Inc. (“Acquiror”) and Starfish Technology-FZE (the “Target Company”), pursuant to which the Company sold all of its equity interests in the Target Company to the Acquiror for a cash consideration of US$1,000,000.

Previously, under the prior stock purchase agreement dated September 19, 2025 (the “Prior Agreement”) entered into by and between the Company and the prior shareholders of the Target Company, the equity interests of the Target Company shall be transferred from such prior shareholders to the Company. Under the new Agreement, the equity interests of the Target Company shall be transferred to the Acquiror (Shengshi International Group Inc.), and the Acquiror shall pay a cash consideration of US$1,000,000 to the company.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this report.

Forward-Looking Statements

This Report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks discussed under the “Risk Factors” section in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information available as of the date hereof, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Exhibits.

Exhibit No.		Description
10.1		Stock Purchase Agreement dated July 2, 2026

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: July 6, 2026	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Linxi Xie
		Linxi Xie
		Chief Executive Officer

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 STOCK PURCHASE AGREEMENT DATED JULY 2, 2026 97.0 KB