Baiya International Group Inc 6-K, filed Feb 11, 2026

Baiya International Group Inc. (BIYA)

6-K 2026-02-11 For: 2026-02-10

Added on April 07, 2026

About this 6-K

Baiya International Group Inc filed this 6-K on February 11, 2026.

Exhibit No.		Description of Exhibit
3.1		Sixth Amended and Restated Memorandum and Articles of Association

Date: February 10, 2026	Baiya International Group Inc.

	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

1 Definitions, interpretation and exclusion of Table A		1
Definitions		1
Interpretation		5
Exclusion of Table A Articles		6

2 Shares		6
Power to issue Shares and options, with or without special rights		6
Power to issue fractions of a Share		8
Power to pay commissions and brokerage fees		8
Trusts not recognised		8
Security interests		9
Rights of Shares		9
Power to vary class rights		11
Effect of new Share issue on existing class rights		11
No bearer Shares or warrants		11
Treasury Shares		12
Rights attaching to Treasury Shares and related matters		12
Register of Members		12
Annual Return		13

3 Share certificates		13
Issue of share certificates		13
Renewal of lost or damaged share certificates		13

4 Lien on Shares		14
Nature and scope of lien		14
Company may sell Shares to satisfy lien		14
Authority to execute instrument of transfer		15
Consequences of sale of Shares to satisfy lien		15
Application of proceeds of sale		15

5 Calls on Shares and forfeiture		16
Power to make calls and effect of calls		16
Time when call made		16
Liability of joint holders		16
Interest on unpaid calls		16
Deemed calls		16
Power to accept early payment		17
Power to make different arrangements at time of issue of Shares		17
Notice of default		17
Forfeiture or surrender of Shares		17
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		17
Effect of forfeiture or surrender on former Member		18
Evidence of forfeiture or surrender		18
Sale of forfeited or surrendered Shares		18

6 Transfer of Shares		19
Form of Transfer		19
Power to refuse registration for Shares not listed on a Designated Stock Exchange		19
Suspension of transfers		20
Company may retain instrument of transfer		20
Notice of refusal to register		20

7 Transmission of Shares		20
Persons entitled on death of a Member		20
Registration of transfer of a Share following death or bankruptcy		20
Indemnity		21
Rights of person entitled to a Share following death or bankruptcy		21

8 Alteration of capital		21
Increasing, consolidating, converting, dividing and cancelling share capital		21
Dealing with fractions resulting from consolidation of Shares		22
Reducing share capital		22

9 Redemption and purchase of own Shares		22
Power to issue redeemable Shares and to purchase own Shares		22
Power to pay for redemption or purchase in cash or in specie		23
Effect of redemption or purchase of a Share		23

10 Meetings of Members		24
Annual and extraordinary general meetings		24
Power to call meetings		24
Content of notice		25
Period of notice		25
Persons entitled to receive notice		25
Accidental omission to give notice or non-receipt of notice		26

11 Proceedings at meetings of Members		26
Quorum		26
Lack of quorum		27
Chairman		27
Right of a Director to attend and speak		27
Accommodation of Members at Virtual Meeting		27
Security		28
Adjournment		28
Method of voting		28
Taking of a poll		28
Chairman’s casting vote		28
Written resolutions		29
Sole-Member Company		30

12 Voting rights of Members		30
Right to vote		30
Rights of joint holders		31
Representation of corporate Members		31
Member with mental disorder		32
Objections to admissibility of votes		32
Form of proxy		32
How and when proxy is to be delivered		33
Voting by proxy		34

13 Number of Directors		34

14 Appointment, disqualification and removal of Directors		34
First Directors		34
No age limit		34
Corporate Directors		35
No shareholding qualification		35
Appointment of Directors		35
Board’s power to appoint Directors		35
Term of the office of Director		35
Removal of Directors		36
Resignation of Directors		36
Termination of the office of Director		36

15 Alternate Directors		37
Appointment and removal		37
Notices		37
Rights of alternate Director		38
Appointment ceases when the appointor ceases to be a Director		38
Status of alternate Director		38
Status of the Director making the appointment		38

16 Powers of Directors		38
Powers of Directors		38
Directors below the minimum number		39
Appointments to office		39
Provisions for employees		40
Exercise of voting rights		40
Remuneration		40
Disclosure of information		40



Companies Act (Revised) Company Limited by Shares Baiya International Group Inc.

	SIXTh AMENDED AND RESTATED memorandum of association (adopted by special resolution passed on February 9, 2026)



Companies Act (Revised) Company Limited By Shares Baiya International Group Inc.

	SIXTH AMENDED AND RESTATED articles of association (adopted by special resolution passed on February 9, 2026)

17 Delegation of powers		41
Power to delegate any of the Directors’ powers to a committee		41
Local boards		41
Power to appoint an agent of the Company		42
Power to appoint an attorney or authorised signatory of the Company		42
Borrowing Powers		43
Corporate Governance		43

18 Meetings of Directors		43
Regulation of Directors’ meetings		43
Calling meetings		43
Notice of meetings		43
Use of technology		43
Quorum		44
Chairman or deputy to preside		44
Voting		44
Recording of dissent		44
Written resolutions		44
Validity of acts of Directors in spite of formal defect		45

19 Permissible Directors’ interests and disclosure		45

20 Minutes		47

21 Accounts and audit		47
Auditors		47

22 Record dates		48

23 Dividends		48
Source of dividends		48
Declaration of dividends by Members		48
Payment of interim dividends and declaration of final dividends by Directors		48
Apportionment of dividends		49
Right of set off		49
Power to pay other than in cash		50
How payments may be made		50
Dividends or other monies not to bear interest in absence of special rights		51
Dividends unable to be paid or unclaimed		51

24 Capitalisation of profits		51
Capitalisation of profits or of any share premium account or capital redemption reserve;		51
Applying an amount for the benefit of Members		51

25 Share Premium Account		52
Directors to maintain share premium account		52
Debits to share premium account		52

26 Seal		52
Company seal		52
Duplicate seal		52
When and how seal is to be used		52
If no seal is adopted or used		53
Power to allow non-manual signatures and facsimile printing of seal		53
Validity of execution		53

27 Indemnity		53
Release		54
Insurance		54

28 Notices		55
Form of notices		55
Electronic communications		55
Persons entitled to notices		56
Persons authorised to give notices		56
Delivery of written notices		56
Joint holders		56
Signatures		56
Giving notice to a deceased or bankrupt Member		57
Date of giving notices		57
Saving provision		58

29 Authentication of Electronic Records		58
Application of Articles		58
Authentication of documents sent by Members by Electronic means		58
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		58
Manner of signing		59
Saving provision		59

30 Transfer by way of continuation		60

31 Winding up		60
Distribution of assets in specie		60
No obligation to accept liability		61

32 Amendment of Memorandum and Articles		61
Power to change name or amend Memorandum		61
Power to amend these Articles		61

Method for giving notices		When taken to be given
(A) Personally		At the time and date of delivery
(B) By leaving it at the Member’s registered address		At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient		48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address		48 hours after the date it was sent
(E) By publication on a website		24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website