Welcome to our dedicated page for Baiya International Group SEC filings (Ticker: BIYA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Baiya International Group Inc. filings document the regulatory disclosures of a foreign private issuer with Class A ordinary shares listed on Nasdaq. Its Form 6-K reports cover current events for the HR technology business, including operating and financial results, material agreements, equity issuances, and changes to share capital.
The company’s filings also record shareholder-meeting materials, amended and restated memorandum and articles of association, Class A share consolidation and reverse split actions, authorized-share-capital increases, and governance provisions involving Class B ordinary-share voting rights. Additional disclosures address Nasdaq listing-rule compliance, capital-structure adjustments, and forward-looking statement language tied to corporate actions and financing transactions.
Baiya International Group Inc. reports that Nasdaq has confirmed the company has regained compliance with two key listing standards. Nasdaq notified Baiya that its ordinary shares once again meet the minimum bid price rule, after closing at or above $1.00 per share for 10 consecutive business days from December 30, 2025 to January 13, 2026. Nasdaq also confirmed Baiya now satisfies the stockholders’ equity requirement under Rule 5550(b)(1), based on a Form 6-K dated September 30, 2025 showing $22,488,566 of stockholders’ equity. Both prior deficiency matters are stated to be closed.
Baiya International Group Inc. is updating earlier disclosure about its 2026 extraordinary general meeting and correcting clerical errors. The company plans to ask shareholders on January 28, 2026 to approve a large increase in authorized share capital, raising it from US$180,000 to US$13,180,000, mainly by expanding Class A ordinary shares to 5,064,000,000. Shareholders will also be asked to approve a new Sixth Amended and Restated Memorandum and Articles, which would, among other things, allow each Class B ordinary share to carry 60 votes instead of 20 if Class B holders consent.
The board would receive wide discretion to implement one or more share consolidations (reverse splits) of Class A shares over two years at ratios up to 1:5,000, with fractional shares rounded up. Additional proposals would let the board adopt updated governing documents after any consolidation, grant a 24‑month general mandate to dispose of company assets on terms it decides, and authorize the board to arrange financing, including equity, debt, or convertible securities, to purchase virtual currencies and digital assets.
Baiya International Group Inc. has called a 2026 extraordinary general meeting for January 28, 2026, with shareholders of record on January 2, 2026 eligible to vote. Investors are being asked to approve a large increase in authorized share capital, raising Class A Ordinary Shares from 1,600,000,000 to 6,600,000,000, while keeping Class B and Preferred share authorizations unchanged. The meeting will also consider adopting a Sixth Amended and Restated Memorandum and Articles that, subject to Class B consent, would increase the voting power of each Class B share from 20 to 60 votes. The board would gain flexibility to implement reverse share splits of Class A shares at ratios up to 1:5,000 over two years, with fractional shares rounded up. Additional proposals would grant the board a 24‑month general mandate to dispose of company assets and to arrange financing to purchase virtual currencies and digital assets through equity, debt, convertibles, or credit facilities.
Baiya International Group Inc. (BIYA) filed an amended Form 6-K to correct an earlier report about board changes. The company clarifies that on July 11, 2025, Mr. Weilai Zhang resigned both as a director and as Chairman of the board of directors, and his departure was not due to any disagreement with the company on its operations, policies, or practices.
On the same date, Ms. Siyu Yang, who also serves as Chief Executive Officer, was elected Chairman of the board by the remaining directors, consolidating leadership roles. The board also elected Ms. Luting Zhang as a new director; she holds a Bachelor Degree of Laws from Fuzhou University of International Business and Economics.
Baiya International Group Inc. (BIYA) will hold a 2025 Extraordinary General Meeting on November 28, 2025. Shareholders of record at the close of business on October 22, 2025 may vote.
The agenda asks shareholders to approve, with effect upon approval by the NASDAQ Stock Market, a 25:1 share consolidation of all authorized, issued and unissued Class A ordinary shares, converting every 25 existing shares of US$0.0001 par value into 1 share of US$0.0025 par value. Fractional entitlements will be rounded up to the next whole share. Following the consolidation, authorized share capital would be US$180,000, divided into 64,000,000 Class A (US$0.0025), 100,000,000 Class B (US$0.0001), and 100,000,000 Preferred (US$0.0001) shares.
Shareholders will also vote on adopting the Fifth Amended and Restated Memorandum and Articles to reflect the revised authorized share capital.
Baiya International Group Inc. filed a Form 6-K to provide investors with updated interim information. The report furnishes unaudited consolidated financial statements as of June 30, 2025, covering the six months ended June 30, 2025 and 2024, along with a management discussion and analysis.
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.
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.
Baiya International Group Inc. replaced its independent auditor: the company dismissed Kreit & Chiu and engaged Onestop Assurance PAC as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. The board approved the change.
The filing states Kreit & Chiu's audit reports for 2023 and 2024 were not adverse or qualified and contained no modifications. The company disclosed no disagreements with Kreit & Chiu and no reportable events in the two most recent fiscal years and through the subsequent interim period. A letter from Kreit & Chiu regarding the change is included as Exhibit 16.1.