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

Rhea-AI Filing Summary

Baiya International Group reported that on August 6, 2025 Nasdaq notified the company that the closing bid price for its Class A ordinary shares had been below the required $1.00 minimum for the last 30 consecutive business days and that its Market Value of Listed Securities was below the required $35 million for the same period. Both notices have no immediate effect on listing but start parallel 180-calendar-day compliance periods, giving the company until February 2, 2026 to cure each deficiency. To regain compliance the closing bid must be at least $1.00 for ten consecutive business days and MVLS must close at or above $35 million for ten consecutive business days. The company says it will monitor the closing bid and is considering options to resolve the deficiencies, but states there is no assurance it will regain or maintain compliance.

Positive

• Nasdaq notices have no immediate effect on the listing or trading of Class A ordinary shares
• Company granted a 180-day compliance period (until February 2, 2026) to regain compliance for each deficiency

Negative

• Closing bid price below $1.00 for the last 30 consecutive business days, non-compliant with Nasdaq Rule 5550(a)(2)
• Market Value of Listed Securities below $35 million for the last 30 consecutive business days, non-compliant with Nasdaq Rule 5550(b)(2)
• No assurance the company will regain or maintain compliance; failure to cure could lead to delisting and an appeals process

Insights

Financial Analyst

TL;DR: Nasdaq notices create clear delisting risk; BIYA has 180 days to restore bid price or MVLS or face potential delisting.

The filing documents two material compliance deficiencies: a sustained closing bid under $1.00 and an MVLS under $35 million, each measured over the prior 30 business days. Nasdaq has granted a parallel 180-day cure period ending February 2, 2026, during which BIYA must meet the applicable 10-consecutive-business-day thresholds. While the notices do not immediately affect trading, failure to cure may lead to delisting procedures and an appeals process. This is a significant corporate event affecting liquidity, investor access, and valuation until resolved.

Corporate Governance Expert

TL;DR: Regulatory noncompliance requires urgent governance action and clear disclosure; outcomes could include delisting or appeal.

The company publicly disclosed receipt of two Nasdaq deficiency letters and acknowledged the procedural cure windows. The filing reiterates that Nasdaq will provide written delisting notice if compliance is not restored and that the company may appeal to a hearings panel. Management's stated intent to monitor the price and consider options meets basic disclosure expectations, but shareholders should note the absence of a specified remediation plan in the filing. The lack of assurance about regaining compliance elevates governance and market-risk considerations.

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 August 2025

Commission File Number: 001-42553

Baiya International Group Inc.

(Registrant’s Name)

5Q, No. 5 Golf Avenue

Guangpei Community, Guanlan Street

Longhua District, Shenzhen, China

(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 ☐ 

EXPLANATORY NOTE

On August 6, 2025,  we received notification from Nasdaq notifying us, for the last 30 consecutive business days, the closing bid price for our Class A ordinary shares has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing of our Class A ordinary shares.

Under Rule 5810(c)(3)(A), we are granted a compliance period of 180 calendar days, until February 2, 2026, to regain compliance. If at any time during this 180-day period, the closing bid price of our Class A ordinary shares is at least $1.00 for a minimum of ten consecutive business days, we will regain compliance.

In the event we do not regain compliance in the first compliance period, we may be eligible for additional 180 calendar days to regain compliance, at Nasdaq’s discretion. To qualify, we will need to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement.

We intend to actively monitor the closing bid price of our Class A ordinary shares and we are considering available options to resolve the deficiency and regain compliance with Rule 5550(a)(2).

We also received a letter from Nasdaq notifying us that for the 30 consecutive business days prior to August 6, our Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The letter has no current effect on the listing or trading of our Class A ordinary shares on Nasdaq.

In accordance with Nasdaq listing rule 5810(c)(3)(C), we have 180 calendar days, or until February 2, 2026, to regain compliance. The letter notes that to regain compliance, our MVLS must close at or above $35 million for a minimum of ten consecutive business days during the compliance period. If we do not regain compliance by the end of the compliance period, Nasdaq staff will provide written notice to the company that the Class A Ordinary Shares are subject to delisting. At that time, we may appeal such delisting determination to a hearings panel.

As with the bid price, we are evaluating available options to resolve the deficiency and regain compliance with the MVLS requirement. While we are exercising diligent efforts to maintain the listing on Nasdaq, there can be no assurance that we will be able to regain or maintain compliance with these or other continued Nasdaq listing standards.

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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: August 11, 2025	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

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FAQ

What Nasdaq deficiencies did Baiya International (BIYA) receive?

Nasdaq notified BIYA that the closing bid price for Class A shares was below $1.00 for the last 30 consecutive business days and that the Market Value of Listed Securities was below $35 million for the last 30 consecutive business days.

What is the deadline for BIYA to regain Nasdaq compliance?

Nasdaq granted a 180-calendar-day compliance period, giving BIYA until February 2, 2026 to regain compliance for each deficiency.

What must BIYA achieve to cure the bid price and MVLS deficiencies?

To regain compliance the closing bid must be at least $1.00 for a minimum of ten consecutive business days, and MVLS must close at or above $35 million for a minimum of ten consecutive business days.

Does the Nasdaq notice mean BIYA's shares are immediately delisted?

No. The letters have no immediate effect on listing or trading. If BIYA does not regain compliance by the end of the compliance period, Nasdaq staff will issue a written delisting notice and the company may appeal to a hearings panel.

What actions is BIYA taking in response to the notices?

BIYA stated it will actively monitor the closing bid price and is "considering available options" to resolve the deficiencies, but the filing does not provide a detailed remediation plan.