Baiya International (NASDAQ: BIYA) exits Juxing unit in $2M sale

Rhea-AI Filing Summary

Baiya International Group Inc. has completed the sale of its 100% equity interest in Juxing Investment Group (Hong Kong) Limited to Shengshi International Group Inc. The deal, governed by a June 8, 2026 Share Purchase Agreement, carries an aggregate purchase price of US$2,000,000, payable in installments over three years after closing.

Following this transaction, Baiya no longer holds any interest in Juxing or its subsidiaries, including Shenzhen Pengze Future Technology Co., Ltd. and entities previously held through a variable interest entity structure. The company also includes standard forward-looking statement cautions referencing risk factors in its Form 20-F.

Insights

Cross-border M&A and corporate structure analyst

Baiya completes $2M divestiture of Hong Kong and VIE assets.

Baiya International Group Inc. has closed the sale of its entire stake in Juxing Investment Group (Hong Kong) Limited for US$2,000,000, payable over three years. This removes Juxing, Shenzhen Pengze Future Technology Co., Ltd., and related variable interest entity holdings from Baiya’s structure.

The multi-year installment schedule spreads cash inflows from the Purchaser, Shengshi International Group Inc., rather than providing upfront liquidity. The filing does not quantify Juxing’s prior contribution, so the financial impact on Baiya’s revenue or earnings is not detailed in this excerpt.

The transaction simplifies Baiya’s exposure to VIE arrangements in China, which are often highlighted as risk factors in foreign private issuer filings. Future periodic reports may clarify how this divestiture affects Baiya’s operations, geographic mix, and risk profile, especially after the three-year payment period progresses.

Key Figures

Purchase price: US$2,000,000 Payment period: Three years Closing date: June 25, 2026 +1 more

4 metrics

Purchase price US$2,000,000 Aggregate consideration for 100% of Juxing shares

Payment period Three years Installment payments following closing

Closing date June 25, 2026 Completion of Juxing equity disposition

Ownership sold 100% equity interest Stake in Juxing Investment Group (Hong Kong) Limited

Key Terms

disposition of assets, Share Purchase Agreement, variable interest entity, foreign private issuer, +1 more

5 terms

disposition of assets financial

"completed the previously announced disposition of its 100% equity interest"

Share Purchase Agreement financial

"pursuant to the Share Purchase Agreement dated June 8, 2026"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

variable interest entity financial

"entities controlled through the variable interest entity (“VIE”) structure"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

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.

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What asset did Baiya International Group Inc. (BIYA) dispose of in June 2026?

Baiya International Group Inc. completed the sale of its 100% equity interest in Juxing Investment Group (Hong Kong) Limited. The divestiture also includes Juxing’s subsidiaries, such as Shenzhen Pengze Future Technology Co., Ltd., and entities previously held through a variable interest entity structure.

How much is Baiya International (BIYA) receiving for the Juxing disposal?

The aggregate purchase price for the Juxing shares is US$2,000,000. This amount is payable by Shengshi International Group Inc. to Baiya in installments over a three-year period following the closing of the transaction, rather than as a single lump-sum payment.

Who purchased Juxing Investment Group from Baiya International (BIYA)?

Shengshi International Group Inc. purchased 100% of Juxing Investment Group (Hong Kong) Limited from Baiya International Group Inc. The transaction is governed by a Share Purchase Agreement dated June 8, 2026, which sets the terms for the US$2,000,000 consideration and installment payments.

What is the impact of the Juxing sale on Baiya International’s VIE structure?

After closing, Baiya no longer holds equity in Juxing or its subsidiaries, including entities controlled through a variable interest entity structure. This effectively removes those VIE entities from Baiya’s corporate structure, which can change its exposure to regulatory and structural risks associated with VIE arrangements in China.

When did Baiya International (BIYA) complete the Juxing asset disposition?

Baiya International Group Inc. completed the disposition of its 100% equity interest in Juxing Investment Group (Hong Kong) Limited on June 25, 2026. This closing date marks the point at which Baiya ceased to hold any equity interest in Juxing or its subsidiaries.

Does Baiya International provide any forward-looking guidance in this 6-K?

The report includes a standard forward-looking statements section, citing Sections 27A and 21E. It notes that projections involve risks and uncertainties and refers readers to the “Risk Factors” section of Baiya’s Form 20-F, emphasizing no obligation to update statements except as required by securities laws.

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 June 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 ☐

Completion of Disposition of Assets 

On June 25, 2026, Baiya International Group Inc. (the “Company”) completed the previously announced disposition of its 100% equity interest in Juxing Investment Group (Hong Kong) Limited (the “Target”) to Shengshi International Group Inc. (the “Purchaser”), pursuant to the Share Purchase Agreement dated June 8, 2026 (the “Agreement”), which was previously filed as an exhibit to the Company’s Report on Form 6-K filed with the Securities and Exchange Commission on June 11, 2026.

As a result of the closing, the Company no longer holds any equity interest in the Target or its subsidiaries, including Shenzhen Pengze Future Technology Co., Ltd. and the entities controlled through the variable interest entity (“VIE”) structure, as more particularly described in the Agreement.

Pursuant to the terms of the Agreement, the aggregate purchase price for the shares was US$2,000,000, payable by the Purchaser to the Company in installments over the three-year period following the closing.

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.

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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: June 25, 2026	BAIYA INTERNATIONAL GROUP INC.
	By:	/s/ Linxi Xie
	Linxi Xie
	Chief Executive Officer

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