PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, especially the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes to those statements, included elsewhere in this prospectus, before making an investment decision. The reader should not put undue reliance on the forward-looking statements in this prospectus, which speak only as of the date of this prospectus.

This prospectus contains information from a May 2022, Research Report on China Recruitment Crowdsourcing Market (“iResearch Report”), commissioned by us and prepared by iResearch Co., Ltd., a market research firm (“iResearch”), to provide information on the recruitment crowdsourcing market in China.

Overview

We, Baiya International Group Inc. (“Baiya”), are an offshore holding company incorporated in the Cayman Islands. We are not a Chinese operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company, we have no material operations and conduct all of our operations in China through the VIE, Shenzhen Gongwuyuan Network Technology Co., Ltd. (“Gongwuyuan”), and its subsidiaries, collectively, “PRC operating entities”. We entered into a series of Contractual Arrangements with the VIE and certain shareholders of Gongwuyuan, and this structure involves unique risks to investors. See “Risk Factors — Risks Relating to Doing Business in China” for more information. Neither we nor our direct and indirect subsidiaries own any equity interests in the PRC operating entities.

Gongwuyuan started to provide job matching services in 2017. In November 2019, Gongwuyuan began developing its cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions on the “Gongwuyuan Platform to supplement its offline job matching services, and started to position itself as a SasS-enabled HR technology company by introducing its Gongwuyuan Platform in the flexible employment marketplace. We have been and will continue to strategically develop and improve the Gongwuyuan Platform with product features that work together with our traditional offline service model to improve the job matching and HR related services in the flexible employment marketplace.

Currently our business focuses on four (4) primary services: (i) job matching services; (ii) entrusted recruitment services; (iii) project outsourcing services; and (iv) labor dispatching services in the flexible employment market within China, primarily in the core manufacturing regions including the Pearl River Delta and Yangtze River Delta region. With respect to labor dispatching services, however, we are strategically reducing this service, considering the negative gross profit historically. Gongwuyuan plans to pursue its business growth by continuing to supplement its existing offline service model by introducing and integrating its Gongwuyuan Platform to provide better services in the flexible employment market throughout China. In addition, we plan to improve our services by continuing to develop and integrate digital technologies including crowdsourcing, big data and artificial intelligence to enhance the Gongwuyuan Platform. We believe these efforts will allow us to provide sufficient job matching and one-stop SaaS-enabled HR solutions to Customers, Employing Companies and workers in the flexible employment marketplace throughout China.

This is an offering of the Ordinary Shares of the Cayman Islands offshore holding company, Baiya. You are not investing in the PRC operating entities. Instead, we consolidate the financial results of Gongwuyuan as the primary beneficiary through the Contractual Arrangements. Please see “Corporate History and Structure — Contractual Arrangements among Pengze WFOE, Gongwuyuan, and the Shareholders of the VIE.”

Corporate Structure

The following diagram summarizes our corporate legal structure and identifies our subsidiaries, the VIE and its subsidiaries as of the date of this prospectus. Unless otherwise specified, equity interests depicted in this diagram are held 100%. The relationships between WFOE and Gongwuyuan as illustrated in this diagram are governed by the Contractual Arrangements and do not constitute equity ownership.

We are an offshore holding company incorporated in the Cayman Islands. As a holding company, we have no material operations and we conduct our operations in China through the VIE, Gongwuyuan, and its subsidiaries, or collectively, “the PRC operating entities”. This is an offering of our Ordinary Shares, instead of shares of the VIE or any of the PRC operating entities, therefore, our investors may never directly hold equity interests in the PRC operating entities. You are not investing in the PRC operating entities as neither we nor our subsidiaries own any share or equity interest in the PRC operating entities. Instead, we consolidate the financial results of Gongwuyan as the primary beneficiary through the Contractual Arrangements between our indirectly wholly-foreign owned subsidiary entity, Shenzhen Pengze Future Technology Co., Ltd (“Pengze WFOE”), Gongwuyuan and certain shareholders of Gongwuyuan.

Contractual Arrangements among Pengze WFOE, Gongwuyuan, and the Shareholders of the VIE

Pengze WFOE, our indirect wholly-foreign owned subsidiary, and Gongwuyuan, as well as certain shareholders of Gongwuyuan entered into a series of Contractual Arrangements in December 2021. The Contractual Arrangements are designed to allow Baiya to consolidate Gongwuyuan’s operations and financial results in Baiya’s financial statements in accordance with U.S. GAAP as the primary beneficiary.

Due to PRC legal restrictions on foreign ownership in certain sectors or other matters, such as value-added telecommunications services, or VATS, many China-based operating companies had to list on a U.S. exchange through Contractual Arrangements, or a VIE structure, without a direct ownership in main operating entities. Gongwuyuan’s operations involve in the VATS, which is classified as a sector that restricts foreign ownership. With the advice of our PRC counsel, Baiya has elected to utilize the VIE structure.

Recently, the PRC regulatory authorities initiated a series of regulatory actions and statements that affected overseas securities offering, listing and certain industries, including cracking down on illegal activities in the securities market, enhancing supervision over overseas listing of domestic enterprises, adopting new measures to extend the scope of cybersecurity reviews, and expanding their efforts in anti-monopoly enforcement. Although we chose a VIE structure, we are subject to certain risks and uncertainties that may not otherwise exist if we had a direct equity ownership in the operating entities. The VIE structure has inherent risks that may affect your investment, including less effectiveness and certainties compared to direct ownership, and potential substantial costs to enforce the terms of the Contractual Arrangements in the event of a dispute. See “Risk Factors — Risks relating to the VIE Structure — We rely on Contractual Arrangements with the VIE and certain shareholders of the VIE to consolidate financial results of the PRC operating entities. We do not have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.” Due to uncertainties regarding the interpretation and application of relevant PRC laws and regulations in connection with the VIE structure or VIE Agreements, our ability to enforce the VIE Agreements could be substantially hampered. See “Risk Factors — Risks Relating to Doing Business in China — PRC laws and regulations governing our current business operations sometimes involve uncertainty, and sudden or unexpected changes in laws and regulations in China applicable to us could adversely affect us and limit the legal protections available to you and us.” Furthermore, these Contractual Arrangements may not be enforceable in China if PRC government authorities or courts take a view that such Contractual Arrangements contravene PRC laws and regulations or are not otherwise enforceable for public policy reasons. In the event we are unable to enforce these Contractual Arrangements, we may not be able to exert effective control over Gongwuyuan, and our ability to conduct our business may be materially and adversely affected. For more information, see “Risk Factors — Risks relating to the VIE Structure — The relevant PRC regulatory authorities may find that the Contractual Arrangements with the VIE and its shareholders to operate our business in China do not comply with applicable PRC Laws, or if these applicable PRC Laws or the interpretation of existing applicable PRC Laws change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Additionally, such determination by the PRC regulatory authorities and changes or interpretations in PRC Laws, if occurred, may cause significant decline in the value of our shares, or even render our shares worthless.”

The following is a brief description of the Contractual Arrangements entered into in December 2021, between Pengze WFOE, Gongwuyuan, and certain shareholders of the VIE, and the Spousal Consent Letters dated September 22, 2022:

Business Operation Agreement.    The Pengze WFOE entered into a business operation agreement with Gongwuyuan and certain shareholders of the VIE on December 29, 2021, pursuant to which (1) Gongwuyuan shall not enter into any transaction which may materially affect its assets, businesses, employees, obligations, rights or operations without the written consent of the Pengze WFOE or any other party designated by the Pengze WFOE; (2) Gongwuyuan and

certain shareholders agree to accept suggestions by the Pengze WFOE in respect of the employment and dismissal of Gongwuyuan’s employees, daily operations and financial management of Gongwuyuan; and (3) Gongwuyuan and the shareholders shall appoint the individuals designated by the Pengze WFOE as the directors (including the executive director) of Gongwuyuan, and shall appoint the persons recommended by the Pengze WFOE as the general manager, chief financial officer and other senior management members and officers of Gongwuyuan. The term of the business operation agreement shall be ten (10) years from the effective date unless terminated by the Pengze WFOE upon thirty (30) days advance notice to Gongwuyuan and the shareholders. Upon request by the Pengze WFOE, the parties shall extend the term of the business operation agreement by entering into a new business operation agreement or continue performing the existing business operation agreement.

Powers of Attorney.    Each of the signing shareholders of Gongwuyuan executed a power of attorney on December 29, 2021 (the “Powers of Attorney”) to irrevocably appoint the Pengze WFOE or the person designated by the board of directors or the executive director of the Pengze WFOE as its agent to act on its behalf to exercise their shareholders’ and voting rights in the name of the shareholders in accordance with the applicable PRC laws and regulations and the articles of association of Gongwuyuan.

Exclusive Consulting and Service Agreement.    Under an exclusive consulting and service agreement dated December 29, 2021, entered into between the Pengze WFOE and Gongwuyuan, the Pengze WFOE shall have the exclusive right to provide Gongwuyuan with consulting and related services. Such services include:

(a)     Research and development services of business-related software;

(b)    Providing business-related technical services, applications, and execution, including but not limited to design, installation, and testing of all systems;

(c)     Providing daily maintenance support, upgrade, maintenance, monitoring, and troubleshooting of computer network equipment and other technical services;

(d)    Pre-job, on-the-job, and technical training services for personnel;

(e)     Technology development and transfer services;

(f)     Public relations services;

(g)    Market research and consulting services (excluding market research services that are prohibited by the laws of the People’s Republic of China for foreign-invested enterprises);

(h)    Services for the formulation of medium and short-term market development and market plans;

(i)     Consulting services related to business compliance;

(j)     Organization and planning services related to marketing and customer activities;

(k)    Intellectual property licenses;

(l)     Equipment provision and rental; and

(m)   Management consulting services and other business and technical consulting services related to business operation.

Without the Pengze WFOE’s prior written consent, Gongwuyuan may not accept services covered by the exclusive consulting and service agreement from any third party during the term of the agreement. In addition, the Pengze WFOE shall own all rights, titles, interests and intellectual property rights arising out of the performance of the exclusive consulting and service agreement, provided, however, that if the development of such intellectual property is based on the intellectual property rights of Gongwuyuan, Gongwuyuan shall ensure that such rights are free of any defect or Gongwuyuan shall bear the loss caused to the Pengze WFOE. As consideration, Gongwuyuan agrees to pay the ninety-five percent (95%) of its pre-tax profit, for each profitable fiscal year, and deducting any loss (if any) in the previous year, the necessary costs, expenses, taxes incurred in the year and the withdrawn statutory reserve fund that must be withdrawn according to law by the Pengze WFOE.

The exclusive consulting and service agreement shall remain effective for ten (10) years from the effective date unless terminated by mutual agreement between the Pengze WFOE and Gongwuyuan. or unilaterally terminated by the Pengze WFOE in advance. Upon request by the Pengze WFOE, the parties shall extend the term of the exclusive consulting and service agreement by entering into a new exclusive consulting and service agreement or continue performing the existing exclusive consulting and service agreement.

The Exclusive Consulting and Service Agreement between Penze WFOE and Gongwuyuan was supplemented on December 21, 2022 to clarify that no consulting service sees pertaining to the agreement need to be paid for the period December 29, 2021 to December 31, 2021.

Equity Disposal Agreement.    The Pengze WFOE entered into an equity disposal agreement with Gongwuyuan and certain shareholders of the VIE on December 29, 2021. Pursuant to the equity disposal agreement, the shareholders and Gongwuyuan have granted the Pengze WFOE (or its designee) an exclusive option to acquire all or a portion of the ninety-five percent (95%) equity held by the shareholders and all or a portion of the ninety-five percent (95%) assets of Gongwuyuan at the price equivalent to the lowest price then permitted under PRC law. The Pengze WFOE may, at its sole discretion, at any time exercise the option. Moreover, the Pengze WFOE may designate a third party to exercise the option on its behalf.

Under the equity disposal agreement, Gongwuyuan may not, among other obligations, sell, transfer, mortgage or otherwise dispose of any asset, business or income, or allow any other security interest to be created on them, enter into transactions that will materially and adversely affect its assets, responsibilities, operations, equity and other legitimate rights, distribute dividends and bonuses in any form to all shareholders, incur, inherit, guarantee or permit to subsist any debt except in the ordinary course of business unless otherwise expressly agreed to by the Pengze WFOE, enter into any material contracts except in the ordinary course of business, increase or decrease the registered capital of Gongwuyuan or otherwise change the structure of the registered capital, supplement, modify or amend the articles of association of Gongwuyuan in any way, or merge or associate with any person, or acquire any person or invest in any person. In addition, the shareholders may not, among other obligations, supplement, modify or amend the articles of association of Gongwuyuan that will materially and adversely affect Gongwuyuan’s assets, liabilities, operations, equity and other rights, cause Gongwuyuan to enter into transactions that will materially and adversely affect Gongwuyuan’s assets, responsibilities, operations, equity and other rights, adopt a resolution on the distribution of dividends and bonuses, sell, transfer, mortgage or dispose of their equity interest in any way, sell, transfer, mortgage or dispose of the rights of any equity and assets of Gongwuyuan, or allow any other security interest to be created on them, approve the merger or association or reorganization in any other form, and independently wind up, liquidate or dissolve Gongwuyuan.

The equity disposal agreement shall remain effective for ten (10) years from the effective date. Upon request by the Pengze WFOE, the parties shall extend the term of the equity disposal agreement by entering into a new equity disposal agreement or continue performing the existing equity disposal agreement.

Equity Pledge Agreement.    The Pengze WFOE entered into an equity pledge agreement with certain shareholders of the VIE on December 29, 2021, pursuant to which the shareholders have pledged ninety-five percent (95%) of equity interests in Gongwuyuan held by them, and all current and future rights and interests based on such equity, as priority security guarantees in favor of the Pengze WFOE to secure the performance of Gongwuyuan and the shareholders’ performance of their obligations under, where applicable, (i) the Exclusive Consulting and Service Agreement, (ii) the Equity Disposal Agreements, and (iii) the Business Operation Agreement (collectively, the “Principal Agreements”). The Pengze WFOE is entitled to exercise its right for the priority of compensation obtained by the shareholders’ pledged interests in the equity of Gongwuyuan in the event that either the shareholders or Gongwuyuan fails to perform their respective obligations under the Principal Agreements. The Pengze WFOE may transfer all or any of its rights and obligations under the equity pledge agreement to any designated third party. The equity pledge agreement will remain in full force and effective until Gongwuyuan and the shareholders have satisfied their obligations under the Principal Agreements.

Agency Agreement.    The Pengze WFOE entered into an agency agreement with certain shareholders of the VIE on December 29, 2021, pursuant to which the shareholders granted the Pengze WFOE an irrevocable right to exercise the voting rights of the shareholders in accordance with the laws of the PRC and the Articles of Association of Gongwuyuan, for the maximum period permitted by law. The shareholders shall authorize the person appointed by the Pengze WFOE to exercise all the voting rights held by them regardless of any change in the equity of Gongwuyuan. In addition, the shareholders shall not transfer any of their shareholders rights and interests in Gongwuyuan to any

individual or other company other than the Pengze WFOE or any person or entity designated by the Pengze WFOE. The agency agreement shall come into effect upon its execution, and may be terminated by the unanimous consent of all parties or unilaterally by the Pengze WFOE with a thirty (30) days advance notice.

Spousal Consent Letter.    Each spouse of relevant individual shareholders of Gongwuyuan has signed a Spousal Consent Letter. Under the Spousal Consent Letter, the signing spouse has unconditionally and irrevocably agreed that the disposition of the equity interest in Gongwuyuan which is held by and registered under the name of his or her spouse shall be made pursuant to the above-mentioned Business Operation Agreement and Powers of Attorney, Equity Disposal Agreement, Equity Pledge Agreement, and Agency Agreement, signed by his or her spouse, as amended from time to time. Each of the signing spouse undertakes to take necessary actions to ensure the performance of above-mentioned VIE agreements.

Based on the foregoing Contractual Arrangements, Baiya is allowed to consolidate Gongwuyuan’s operations and financial results in Baiya’s consolidated financial statements for the periods presented herein as if the current corporate structure had been in existence throughout the periods presented under common control in accordance with Regulation S-X-3A-02 promulgated by the SEC and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

As we chose such VIE structure, we are subject to certain unique risks and uncertainties that may not otherwise exist if we had direct equity ownership in the PRC operating entities. Because we do not directly hold equity interests in the VIE and its subsidiaries, our Contractual Arrangements may not be effective in providing control over Gongwuyuan. Further, we are subject to risks due to uncertainty of the interpretation and the application of relevant PRC laws and regulations regarding limitations on foreign ownership, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the Contractual Arrangements. We are also subject to the risks of uncertainty about any future actions of the PRC regulatory authorities in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and/or cause the value of our Ordinary Shares to decrease significantly or become worthless. However, as of the date of this prospectus, the agreements under the Contractual Arrangements have not been tested in any courts of law. For more details, please see “Risk Factors — Risks relating to the VIE Structure — The relevant PRC regulatory authorities may find that the Contractual Arrangements with the VIE and its shareholders to operate our business in China do not comply with applicable PRC Laws, or if these applicable PRC Laws or the interpretation of existing applicable PRC Laws change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Additionally, such determination by the PRC regulatory authorities and changes or interpretations in PRC Laws, if occurred, may cause significant decline in the value of our shares, or even render our shares worthless; — We rely on Contractual Arrangements with the VIE and certain shareholders of the VIE to consolidate financial results of the PRC operating entities. We do not have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.” For a description of the VIE contractual arrangements, see “Corporate History and Structure — Contractual Arrangements among Pengze WFOE, Gongwuyuan, and the Shareholders of the VIE” starting on page 97 of this prospectus.

According to our PRC legal counsel, under current effective PRC laws and regulations, apart from the filing procedure with the CSRC under the New Administrative Rules Regarding Overseas Listings, we and the PRC operating entities are not required to obtain permission or approval from the PRC authorities including CSRC or CAC to issue the Ordinary Shares to foreign investors, nor have we, or the PRC operating entities, applied for or received any denial for the Registration. However, recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. Given some applicable laws and regulations were newly issued, there involve uncertainties regarding their interpretation and application, which can change quickly with little notice, we cannot assure you that relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. However, (i) if we inadvertently concluded that such permissions or approvals are not required, or (ii) if the Cyberspace Administration of China or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to issue the Ordinary Shares to foreign investors, and we are unable to obtain such approval in a timely manner or obtain a waiver

of such approval requirements, then our operations, financial conditions, and results of operations could be adversely affected, directly or indirectly, and even we may not be able to list on a U.S. exchange. In addition, any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Dividends and Other Distributions

We are a holding company with no material operations of our own and do not generate any revenue. We currently conduct substantially all of our operations through the PRC operating entities. Under Cayman Islands law, Baiya may pay a dividend on its shares out of either profit or share premium amount or a combination of both, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will rely on payments made from Gongwuyuan to the Pengze WFOE, pursuant to the Contractual Arrangements, and the dividend payment to Juxing HK from Pengze WFOE, unless we receive proceeds from future offerings. Certain payments from Gongwuyuan to the Pengze WFOE are subject to PRC taxes, including value added tax, or VAT, and enterprise income tax.

We intend to keep any future earnings to re-invest in and finance the expansion of the business of the PRC operating entities, and we do not anticipate that any cash dividends will be paid in the foreseeable future. As of the date of this prospectus, no cash transfer or transfer of other assets have occurred between Baiya, its subsidiaries, and the consolidated VIE as well as its subsidiaries. As of the date of this prospectus, none of our subsidiaries, the consolidated VIE, or the subsidiaries of the VIE have made any dividends or distributions to Baiya. As of the date of this prospectus, we do not have any U.S. investors, so no dividends or distributions have been made to any U.S. investors. Currently, we, including our consolidated VIE and the subsidiaries of the VIE, have not adopted or maintained any cash management policies and procedures to govern cash transfer between Baiya, its subsidiaries, and the consolidated VIE as well as the subsidiaries of the VIE, and each entity needs to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions with other entities.

Our Pengze WFOE’s ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit the Pengze WFOE to pay dividends to Juxing HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China may also set aside a portion of its after-tax profits to fund an optional reserve, although the amount to be set aside, if any, is determined at the discretion of its shareholders. The reserves can be used to increase the registered capital, cover losses made in past years and enhance the company’s productivity and expand its business.

The PRC regulatory authorities have taken a series of measures to regulate the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive the relevant revenues from our operations through the current Contractual Arrangements, we may be unable to pay dividends on our Ordinary Shares.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

In order for us to pay dividends to our shareholders, we will rely on payments made from Gongwuyuan to the Pengze WFOE, pursuant to the Contractual Arrangements, and the dividend payments to Juxing HK from the Pengze WFOE. Certain payments from the VIE, Gongwuyuan, to Pengze WFOE are subject to PRC taxes, including VAT and enterprise income tax.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied,

including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to its immediate holding company, Juxing HK. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Juxing HK intends to apply for the tax resident certificate when the Pengze WFOE plans to declare and pay dividends to Juxing HK. See “Risk Factors — Risks Relating to Doing Business in China — Circumstances relating to the withholding tax liabilities of our PRC subsidiary may be subject to change under the EIT Law, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”

Further, the proceeds of this offering may be sent back from the holding company to the PRC, and the process for sending such proceeds back to the PRC may be time-consuming after the closing of this offering. We may be unable to use these proceeds to grow the business of the PRC operating entities until the PRC operating entities receive such proceeds in the PRC. Any transfer of funds by the holding company to the PRC operating entities, either as a shareholder loan or as an increase in registered capital, are subject to registration, filing with or report to relevant governmental authorities in China. Any foreign loans procured by the PRC operating entities is required to be registered with China’s State Administration of Foreign Exchange (“SAFE”) in its local branches and satisfy relevant requirements, and the PRC operating entities may not procure loans which exceed the difference between their respective total project investment amount and registered capital or 2 times (which may be varied year by year due to the change of PRC’s national macro-control policy) of the net worth of our PRC subsidiary. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to the Pengze WFOE are subject to the registration with State Administration for Market Regulation in its local branches, report submission to the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE.

Company Information

Our principal executive offices are located at Yifang Capital Industrial Park, No. 33 Pingshan Industrial Road, Building A, 16F, Tangxia, Dongguan, Guangdong, China, and our telephone number is +86 0769-88785888. We maintain a website at www.gwyapp.com. Our website or any other website does not constitute a part of this prospectus. Our registered office in the Cayman Islands is located at the office of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our agent for service of process in the United States is Cogency Global, Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Corporate History and Structure

Baiya International Group Inc. (“Baiya”) is a holding company incorporated under the laws of the Cayman Islands on October 18, 2021. We have no substantial operations other than holding all of the issued and outstanding shares of Ruifeng International Group Limited, or Ruifeng BVI, which was established in the British Virgin Islands on October 25, 2021. Ruifeng BVI is also a holding company with substantially no operations other than holding all of the issue and outstanding shares of Juxing Investment Group (Hong Kong) Limited, or Juxing HK, which was established on November 3, 2021 under the laws of Hong Kong. Juxing HK is also a holding company with substantially no operations other than holding all of the issue and outstanding shares of Shenzhen Pengze Future Technology Co., Ltd, or Pengze WFOE, which was established on December 9, 2021 under the laws of PRC.

We conduct business operations through the VIE, Shenzhen Gongwuyuan Network Technology Co., Ltd., or Gongwuyuan, a PRC company, and its subsidiaries in China. Gongwuyuan was incorporated in China on October 23, 2017 and started to provide job matching services in 2017. The Gongwuyuan Platform was launched in November 2019 and has since expanded its flexible employment matching services in 5 provinces and 30 cities.

Summary of Risk Factors

Investing in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors” beginning on page 24 of this prospectus.

Risks Relating to Our Business and Industry (for a more detailed discussion, see “Risk Factors — Risks Relating to Our Business and Industry” beginning on page 24 of this prospectus)

Risks and uncertainties related to the PRC operating entities’ business and industry include, but are not limited to, the following:

•        Our PRC operating entities operate in the emerging, dynamic, and competitive flexible employment industry, which makes it difficult for investors to evaluate our PRC operating entities’ future prospects, and we cannot assure you that their current or future strategies will be successfully implemented or will generate sustainable profit. See “Risk Factors — Risks Relating to Our Business and Industry — Our PRC operating entities operate in the emerging, dynamic, and competitive flexible employment industry, which makes it difficult for investors to evaluate our PRC operating entities’ future prospects, and we cannot assure you that their current or future strategies will be successfully implemented or will generate sustainable profit.” on page 24 of this prospectus.

•        We have a limited operating history and are subject to the risks encountered by development-stage companies. We cannot assure you that the market for our services will develop as we expect or we will be able to maintain the growth rate that they have experienced to date. See “Risk Factors — Risks Relating to Our Business and Industry — We have a limited operating history and are subject to the risks encountered by development-stage companies. We cannot assure you that the market for our services will develop as we expect or we will be able to maintain the growth rate that they have experienced to date.” on page 25 of this prospectus.

•        The proper functioning of our Gongwuyuan platform and its technology infrastructure is essential to our business. Any errors in or disruption to the PRC operating entities’ IT systems and infrastructure and those on which they rely could materially affect their ability to maintain the satisfactory performance of their platform and deliver consistent services to their clients. See “Risk Factors — Risks Relating to Our Business and Industry — The proper functioning of our Gongwuyuan platform and its technology infrastructure is essential to our business. Any errors in or disruption to the PRC operating entities’ IT systems and infrastructure and those on which they rely could materially affect their ability to maintain the satisfactory performance of their platform and deliver consistent services to their clients.” on page 25 of this prospectus.

•        The PRC operating entities rely on cooperation with third party companies for aspects of their business, which could result in disruption, increased costs, reputation risks and may adversely affect their business and results of operations. See “Risk Factors — Risks Relating to Our Business and Industry — The PRC operating entities rely on cooperation with third party companies for aspects of their business, which could result in disruption, increased costs, reputation risks and may adversely affect their business and results of operations.” on page 27 of this prospectus.

•        Our customers may raise objection to and claim for compensation for the outsourcing arrangement carried out the PRC operating companies in completing relevant worker recruitment or labor assignments which could have a material adverse effect on our business operation and financial conditions. See “Risk Factors — Risks Relating to Our Business and Industry — Our customers may raise objection to and claim for compensation for the outsourcing arrangement carried out the PRC operating companies in completing relevant worker recruitment or labor assignments which could have a material adverse effect on our business operation and financial conditions.” on page 28 of this prospectus.

•        Due to seasonal variations in demand for blue-collar workers and human resource related services, the PRC operating entities experience material fluctuations in their revenue streams which affect their ability to predict their quarterly results and which may also cause quarterly results to vary from period to period. See “Risk Factors — Risks Relating to Our Business and Industry — Due to seasonal variations in demand for blue-collar workers and human resource related services, the PRC operating entities experience material fluctuations in their revenue streams which affect their ability to predict their quarterly results and which may also cause quarterly results to vary from period to period.” on page 28 of this prospectus.

•        The PRC operating entities rely heavily on their information systems, and any failure to properly protect privacy and to maintain and secure the PRC operating entities’ systems could seriously damage the PRC operating entities’ reputation, disrupt the PRC operating entities’ operations and harm their business. See “Risk Factors — Risks Relating to Our Business and Industry — The PRC operating entities rely heavily on their information systems, and any failure to properly protect privacy and to maintain and secure the PRC operating entities’ systems could seriously damage the PRC operating entities’ reputation, disrupt the PRC operating entities’ operations and harm their business.” on page 30 of this prospectus.

•        If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. See “Risk Factors — Risks Relating to Our Business and Industry — If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.” on page 36 of this prospectus.

•        We (or a foreign investor) may become at risk of being taxed or imposed a penalty under Announcement 7 and may be required to expend valuable resources to comply with Announcement 7 or to establish that we (or such foreign investor) should not be taxed under Announcement 7, which could have a material adverse effect on our financial condition and results of operations (or such foreign investor’s investment in us). See “Risk Factors — Risks Relating to Our Business and Industry — We (or a foreign investor) may become at risk of being taxed or imposed a penalty under Announcement 7 and may be required to expend valuable resources to comply with Announcement 7 or to establish that we (or such foreign investor) should not be taxed under Announcement 7, which could have a material adverse effect on our financial condition and results of operations (or such foreign investor’s investment in us).” on page 37 of this prospectus.

Risks Relating to the Variable Interest Entity (VIE) Structure (for a more detailed discussion, see “Risk Factors — Risks Relating to the Variable Interest Entity (VIE) Structure” beginning on page 37 of this prospectus)

We are also subject to risks and uncertainties related to the VIE structure, including, but not limited to, the following:

•        The relevant PRC regulatory authorities may find that the Contractual Arrangements with the VIE and its shareholders to operate our business in China do not comply with applicable PRC Laws, or if these applicable PRC Laws or the interpretation of existing applicable PRC Laws change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Additionally, such determination by the PRC regulatory authorities and changes or interpretations in PRC Laws, if occurred, may cause significant decline in the value of our shares, or even render our shares worthless. See “Risk Factors — Risks Relating to the Variable Interest Entity (VIE) Structure — The relevant PRC regulatory authorities may find that the Contractual Arrangements with the VIE and its shareholders to operate our business in China do not comply with applicable PRC Laws, or if these applicable PRC Laws or the interpretation of existing applicable PRC Laws change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Additionally, such determination by the PRC regulatory authorities and changes or interpretations in PRC Laws, if occurred, may cause significant decline in the value of our shares, or even render our shares worthless.” on page 37 of this prospectus.

•        We rely on Contractual Arrangements with the VIE and certain shareholders of the VIE to consolidate financial results of the PRC operating entities. We do not have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE. See “Risk Factors — Risks Relating to the Variable Interest Entity (VIE) Structure — We rely on Contractual Arrangements with the

VIE and certain shareholders of the VIE to consolidate financial results of the PRC operating entities. We do not have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE.” on page 38 of this prospectus.

•        We may lose the ability to use and enjoy assets held by Gongwuyuan that are material to our business operations if Gongwuyuan or one of its subsidiaries declares bankruptcy or become subject to a dissolution or liquidation proceeding. See “Risk Factors — Risks Relating to the Variable Interest Entity (VIE) Structure — We may lose the ability to use and enjoy assets held by Gongwuyuan that are material to our business operations if Gongwuyuan or one of its subsidiaries declares bankruptcy or become subject to a dissolution or liquidation proceeding.” on page 40 of this prospectus.

•        The interpretation and implementation of the newly enacted Foreign Investment Law may be subject to change, and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations. See “Risk Factors — Risks Relating to the Variable Interest Entity (VIE) Structure — The interpretation and implementation of the newly enacted Foreign Investment Law may be subject to change, and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.” on page 40 of this prospectus.

Risks Relating to Doing Business in China (for a more detailed discussion, see “Risk Factors — Risks Relating to Doing Business in China” beginning on page 42 of this prospectus)

We face risks and uncertainties related to doing business in China in general, including, but not limited to, the following:

•        The Chinese regulatory authorities may strengthen the supervision of securities offering, listing and business operation of U.S. listed Chinese companies, and the PRC government may intervene or influence the operations of the PRC operating entities at any time, or may exert control over their operations, by enactment or implementation of laws, regulation or policies, which could result in a material change in our operations and significantly and adversely impact the value of the Ordinary Shares, including potentially causing the value of the Ordinary Shares to decline or be worthless. See “Risk Factors — Risks Relating to Doing Business in China — The Chinese regulatory authorities may strengthen the supervision of securities offering, listing and business operation of U.S. listed Chinese companies, and the PRC government may intervene or influence the operations of the PRC operating entities at any time, or may exert control over their operations, by enactment or implementation of laws, regulation or policies, which could result in a material change in our operations and significantly and adversely impact the value of the Ordinary Shares, including potentially causing the value of the Ordinary Shares to decline or be worthless.” on page 42 of this prospectus.

•        PRC laws and regulations governing our current business operations sometimes involve uncertainty, and sudden or unexpected changes in laws and regulations in China applicable to us could adversely affect us and limit the legal protections available to you and us. See “Risk Factors — Risks Relating to Doing Business in China — PRC laws and regulations governing our current business operations sometimes involve uncertainty, and sudden or unexpected changes in laws and regulations in China applicable to us could adversely affect us and limit the legal protections available to you and us.” on page 44 of this prospectus.

•        The PRC operating entities may be liable for improper collection, use or appropriation of personal information provided by our customers and users. See “Risk Factors — Risks Relating to Doing Business in China — The PRC operating entities may be liable for improper collection, use or appropriation of personal information provided by our customers and users.” on page 48 of this prospectus.

•        We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business. See “Risk Factors — Risks Relating to Doing Business in China — We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.” on page 50 of this prospectus.

•        Failure to obtain or renew relevant requisite licenses, permits, authorization, approvals or certificates from the relevant government authorities related to our business operation could have a material adverse effect on our ability to conduct our business and our financial conditions. See “Risk Factors — Risks Relating to Doing Business in China — Failure to obtain or renew relevant requisite licenses, permits, authorization, approvals or certificates from the relevant government authorities related to our business operation could have a material adverse effect on our ability to conduct our business and our financial conditions.” on page 54 of this prospectus.

•        It may be difficult to effect service of process upon our directors or officers named in this prospectus or enforce foreign court judgements against us or them. See “Risk Factors — Risks Relating to Doing Business in China — It may be difficult to effect service of process upon our directors or officers named in this prospectus or enforce foreign court judgements against us or them.” on page 59 of this prospectus.

Risks Relating to the Offering (for a more detailed discussion, see “Risk Factors — Risks Relating to the Offering” beginning on page 60 of this prospectus)

Risks and uncertainties related to our offering include, but are not limited to, the following:

•        A recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our listing on Nasdaq in the future. See “Risk Factors — Risks Relating to the Offering — A recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our listing on Nasdaq in the future.” on page 60 of this prospectus.

•        There has been no prior public market for our Ordinary Shares and the liquidity and market price of our Ordinary Shares may be volatile. See “Risk Factors — Risks Relating to the Offering — There has been no prior public market for our Ordinary Shares and the liquidity and market price of our Ordinary Shares may be volatile.” on page 62 of this prospectus.

•        Our Ordinary Share price may change significantly following the initial public offering regardless of our operating performance, and you may not be able to resell your Ordinary Shares at or above the initial public offering price. See “Risk Factors — Risks Relating to the Offering — Our Ordinary Share price may change significantly following the initial public offering regardless of our operating performance, and you may not be able to resell your Ordinary Shares at or above the initial public offering price.” on page 62 of this prospectus.

•        You will incur immediate and substantial dilution and may experience further dilution in the future. See “Risk Factors — Risks Relating to the Offering — You will incur immediate and substantial dilution and may experience further dilution in the future.” on page 64 of this prospectus.

•        We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, and you may have different protection of your shareholder rights than you would have under United States law. See “Risk Factors — Risks Relating to the Offering — We are an exempted company with limited liability incorporated under the laws of the Cayman Islands, and you may have different protection of your shareholder rights than you would have under United States law.” on page 64 of this prospectus.

Recent Regulatory Developments in China

Recent statements by the Chinese regulatory authorities have indicated an intent to strengthen the supervision of offerings that are conducted overseas and/or foreign investments in China based issuers. Any future action by the Chinese regulatory authorities expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

In addition, recently, the PRC regulatory authorities announced to step up supervision of Chinese companies listed offshore, including cracking down on illegal activities in the securities market, enhancing supervision over overseas listing of domestic enterprises, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. On November 14, 2021, the Cyberspace Administration of China published the Administrative Regulations on Internet Data Security (Draft for Comment), or the “Administrative Regulations Draft”, which reiterates that data handlers that process the personal information of more than one million users listing in a foreign country should apply for a cybersecurity review. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and became effective on February 15, 2022, which iterates that any online platform operators controlling personal information of more than one million users which seeks to list in a foreign stock exchange should be subject to cybersecurity review. On July 7, 2022, the Measures for the Security Assessment of Outbound Data Transfers, or the Measures was published and became effective on September 1, 2022, which requires security assessment of outbound data transfers in cases, among others, outbound transfer of important data, outbound transfer of personal information by a critical information infrastructure operator or a personal information processor who has processed the personal information of more than one million people. We currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future; Further, the PRC operating entities’ business operations do not involve any Critical Information Infrastructure, and neither we nor the PRC operating entities has received any notification from applicable PRC governmental authorities indicating that any of the PRC operating entities’ products or services is determined as the Critical Information Infrastructure. In view of the above, our PRC legal counsel is of the view that we are not subject to the cybersecurity review for this offering under the Measures for Cybersecurity Review (2021 version), the Administrative Regulations Draft if enacted as proposed, or the Measures. As of the date of this prospectus, neither we nor the PRC operating entities have received any notification from applicable PRC governmental authorities indicating that we or our PRC operating entities shall file for a cybersecurity review. In addition, as of the date of this prospectus, neither we nor our PRC operating entities have been subject to any anti-monopoly investigation, penalty of litigation initiated by government authorities or third parties. Furthermore, we will continue to monitor for updates of applicable PRC anti-monopoly laws and regulations. Currently, these statements and regulatory actions have had no material impact on our daily business operations, the ability to accept foreign investments and list our securities on a U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operations, the ability to accept foreign investments and list our securities on a U.S. or other foreign exchange. See “Risk Factors — Risks Relating to Doing Business in China — The Chinese regulatory authorities may strengthen the supervision of securities offering, listing and business operation of U.S. listed Chinese companies, and the PRC government may intervene or influence the operations of the PRC operating entities at any time, or may exert control over their operations, by enactment or implementation of laws, regulation or policies, which could result in a material change in our operations and significantly and adversely impact the value of the Ordinary Shares, including potentially causing the value of the Ordinary Shares to decline or be worthless; — PRC laws and regulations governing our current business operations sometimes involve uncertainty, and sudden or unexpected changes in laws and regulations in China applicable to us could adversely affect us and limit the legal protections available to you and us; — The PRC legal system is evolving, and the PRC laws and regulations governing our current business operations may be updated and amended from time to time which could adversely affect us; — The approval of the China Securities Regulatory Commission or other PRC regulatory agencies may be required in connection with this registration under PRC law.”

Implications of Us Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

•        may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;

•        are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

•        are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

•        are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

•        are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

•        are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

•        will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of Ordinary Shares pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenues, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

•        we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

•        for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

•        we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

•        we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

•        we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•        we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Conventions that Apply to this Prospectus

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

This prospectus contains information and statistics relating to China’s economy and the industries in which we operate derived from various publications issued by market research companies and PRC governmental entities, which have not been independently verified by us, the underwriters or any of their affiliates or advisers including iResearch, a market research and consulting firm engaged by us with respect to information on the recruitment crowdsourcing market in China. The information in such sources may not be consistent with other information compiled in or outside of China.

We use U.S. dollars as the reporting currency in our financial statements and in this prospectus. Monetary assets and liabilities denominated in Renminbi are translated into U.S. dollars at the rates of exchange as of the applicable balance sheet date. Equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rates for the applicable period. In other parts of this prospectus, any Renminbi denominated amounts are accompanied by the related translations. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions — overseas investments in areas including real estate, hotels, cinemas, the entertainment industry, and sports clubs will be limited, while investments in some sectors such as gambling will be banned.

The Offering

____________

(1)      The number of shares of Ordinary Shares to be outstanding after the offering is based on 10,000,000 Ordinary Shares outstanding as of _____, 2023 (following the capital reorganization approved by the board of director of Baiya on December 15, 2022 for the issuance of an additional 9,900,000 Ordinary Shares, at $0.0001 par value, on a pro rata basis to current shareholders).

Except as otherwise indicated herein, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option to purchase additional Ordinary Shares.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table summarizes our consolidated financial data. The following historical statements of operations for the six months ended June 30, 2023 and 2022, and balance sheet data as of June 30, 2023, have been derived from our (including the VIE’s and its subsidiaries’) unaudited financial statements for those periods. The following statement of operations data for the years ended December 31, 2022 and 2021, and the balance sheet data as of December 31, 2022 and 2021, have been derived from our (including the VIE’s and its subsidiaries’) audited financial statements that are included elsewhere in this prospectus. Our (including the VIE’s and its subsidiaries’) historical results are not necessarily indicative of our results in any future period.

You should read the following selected consolidated financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace our financial statements and the related notes and are qualified in their entirety by the financial statements and related notes included elsewhere in this prospectus.

The following table presents our (including the VIE’s and its subsidiaries’) summary consolidated balance sheets data as of June 30, 2023, December 31, 2022 and 2021:

The tables below are condensed consolidating schedules summarizing separately the operations, financial position and cash flows of Baiya (“Parent” in the tables below), Ruifeng BVI and Juxing HK (“Subsidiaries” in the tables below that is exclusive of Pengze WFOE), Pengze WFOE (“WFOE” in the tables below), Gongwuyuan and its subsidiaries (“VIE and its Subsidiaries” in the table below), for the six months ended June 30, 2023 and 2022, and for the years ended and December 31, 2022 and 2021, and as of June 30, 2023, as of December 31, 2022 and December 31, 2021. In preparation of listing on a U.S. stock exchange as part of an initial public offering, the Company underwent a reorganization through entering into various Contractual Arrangements, which became effective as of December 29, 2021, and on December 21, 2022, Penze WFOE and Gongwuyuan entered into a supplement to the Exclusive Consulting and Service Agreement to clarify that no consulting service fees pertaining to the agreement need to be paid for the period December 29, 2021 to December 31, 2021. In this respect, the Parent does not show any investment or share of income/(loss) from VIE and VIE’s Subsidiaries until commencement of the contractual arrangements with the VIE, which is December 29, 2021. For the six months ended June 30, 2023 and 2022, Pengze WFOE didn’t charge any consulting service fees based on the Contractual Arrangements as the VIE and its subsidiaries incurred losses during this period; thus no line shows the service income charged to VIE in the column of WFOE. The Parent, Subsidiaries and WFOE has the share of loss from VIE and VIE’s subsidiaries during the six months ended June 30, 2023 and 2022 and the equity in VIE and VIE’s subsidiaries as of June 30 2023. For the year ended December 31, 2022, Pengze WFOE didn’t charge any consulting service fees based on the Contractual Arrangements as the VIE and its subsidiaries incurred losses during this period; thus no line shows the service income charged to VIE in the column of WFOE. The Parent, Subsidiaries and WFOE has the share of loss from VIE and VIE’s subsidiaries during the year ended December 31, 2022 and the equity in VIE and VIE’s subsidiaries as of December 31, 2022. For the three days period from December 29, 2021 to December 31, 2021, Pengze WFOE agreed not to charge the VIE any consulting service fees. Therefore, there were no consulting service fees charged to the VIE by Pengze WFOE for the year ended December 31, 2021. The Baiya, Ruifeng BVI, WFOE had no transactions incurred during the period from each entity’s inception date in 2021 to June 30, 2023, or any balance recorded in each standalone financial statement as of June 30, 2023. The Juxing HK and Pengze WFOE had limited operating expenses and related party loans and was recorded in standalone financial statements of each entity during the six months ended June 30, 2023, and during the year ended December 31, 2022. The Baiya, Ruifeng BVI, Juxing HK and Pengze WFOE had no transactions incurred during the period from each entity’s inception date in 2021 to December 31, 2021, or any balance recorded in each standalone financial statement as of December 31, 2021. Upon the effectiveness of the Contractual Arrangements on December 29, 2021, Pengze WFOE recognized the initial “Equity in VIE and VIE’s subsidiaries” based on the 95% of the net assets of VIE and VIE’s subsidiaries. For the three days period from December 29, 2021 to December 31, 2021, Pengze WFOE did not pick up any share in earnings in VIE and VIE’s subsidiaries since it’s not material.

Condensed Consolidating Schedule of Results of Operations

Condensed Consolidating Schedule of Financial Position