Baiya International Group Inc 6-K, filed Sep 29, 2026
Baiya International Group Inc. (BIYA)
About this 6-K
Baiya International Group Inc filed this 6-K on September 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Translation of registrant’s name into English)
Room 18022, Floor 18, 112 W. 34th Street, New York, NY 10120
(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 ☐
EXPLANATORY NOTE
Attached hereto as Exhibits 99.1 and 99.2 are the Interim Unaudited Condensed Financial Statements of Baiya International Group Inc. (the “Registrant”) as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the same period.
On September 29, 2026, the Registrant issued a press release discussing the foregoing, which is attached as Exhibit 99.3 to this report on Form 6-K.
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Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Financial Statements as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 99.3 | Press Release dated September 29, 2026 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 29, 2026 | BAIYA INTERNATIONAL GROUP INC. | |
| By: | /s/ Linxi Xie | |
| Name: | Linxi Xie | |
| Chairman and Chief Executive Officer | ||
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Exhibit 99.1
BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars, except for the number of shares)
| As of June 30, 2026 (Unaudited) |
As of December 31, 2025 (Audited)* |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Due from related parties | ||||||||
| Digital assets | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Receivable from disposal of subsidiaries | ||||||||
| Loan receivable from third parties, current | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Receivable from disposal of subsidiaries-Non current | - | |||||||
| Total noncurrent assets | ||||||||
| Assets from discontinued operations | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | |||||||
| Accrued liabilities and other payables | ||||||||
| Taxes payable | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Liabilities from discontinued operations | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Preferred shares, par value $ | ||||||||
| Class A Common shares, par value $ | ||||||||
| Class B Common shares, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ||||||
| Statutory Reserve | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Company shareholders’ equity | ||||||||
| Non-controlling interest | ||||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
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BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars, except for the number of shares)
(UNAUDITED)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Less: income tax expense | ||||||||
| Net loss from continuing operation | ( | ) | ( | ) | ||||
| Net income from discontinued operations | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less: net income attributable to non-controlling interests from continuing operation | ||||||||
| Less: net income attributable to non-controlling interests from discontinued operation | ||||||||
| Net loss attributable to the Company from continuing operation | ( | ) | ( | ) | ||||
| Net income attributable to the Company from discontinued operation | ||||||||
| Net loss attributable to common shareholders of Baiya International Group Inc. | $ | ( | ) | ( | ) | |||
| Comprehensive income (loss) | ||||||||
| Other comprehensive income | ||||||||
| Foreign currency translation gain attributable to the Company | ||||||||
| Foreign currency translation gain attributable to noncontrolling interest | ||||||||
| Total other comprehensive income | ||||||||
| Comprehensive loss attributable to common shareholders of Baiya International Group Inc. | ( | ) | ( | ) | ||||
| Comprehensive income attributable to noncontrolling interest | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share | ||||||||
| Basic and diluted * | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted * | ||||||||
| * | retroactively reflect 1-for-25 reverse stock split effective on December 29, 2025 and 1-for-10 reverse stock split effective on July 10, 2026 |
The accompanying notes are an integral part of these consolidated financial statements.
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BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Expressed in U.S. Dollars, except for the number of shares)
(UNAUDITED)
| Preferred shares | Class A - Common shares | Class B - Common shares | Additional paid-in | Subscription | Statutory | Accumulated other comprehensive income | Retained earnings (accumulated | Total Baiya’s shareholders’ | Non-controlling | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | receivable | reserve | (loss) | deficit) | equity | interests | equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Stock issued for Equity financing | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| IPO Escrow account release | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for fractional share round up | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for stock compensation expense | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for the IPO | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for stock compensation expense | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars, except for the number of shares)
(UNAUDITED)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income from discontinued operations | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation expense | ||||||||
| Unrealized loss on digital assets | ||||||||
| Stock compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable, net | ( | ) | ||||||
| Decrease in advance to suppliers, net | ||||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase (Decrease) in accounts payable | ( | ) | ||||||
| Increase (Decrease) in accrued liabilities and other payables | ||||||||
| Increase in taxes payable | ||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Purchase of digital assets | ( | ) | ||||||
| Gains from sale of digital assets | ||||||||
| Cash received from sale of subsidiary | ||||||||
| Cash disposed as a result of disposal of subsidiaries | ( | ) | ||||||
| Loan to related parties | ( | ) | ( | ) | ||||
| Repayment of loan to third party | ||||||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net proceeds from issuance of common stock | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | ||||||||
| NET DECREASE IN CASH | ( | ) | ( | ) | ||||
| CASH, BEGINNING OF PERIOD (INCLUDED $ 1,535,015 and $1,668,069 FROM DISCONTINUED OPERATIONS) | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| - | ||||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS: | ||||||||
| Cash and equivalents | $ | $ | ||||||
| Cash and equivalents included in discontinued operations | $ | $ | ||||||
| Supplemental disclosure information of cash flow: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental non-cash information: | ||||||||
| Right of use assets obtained in exchange for operating lease liability | $ | $ | ||||||
| Issuance of common stock in exchange for digital assets (USDT) | $ | $ | ||||||
| Issuance of common stock in exchange for subscription receivable | $ | $ | ||||||
| Investor deposit received | $ | $ | ||||||
| Loan receivable to a third party funded through transfer of digital assets (USDT) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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BAIYA INTERNATIONAL GROUP INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED)
1. Organization and Description of Business
Baiya International Group Inc. (“Baiya”, or the “Company”) was incorporated on October 18, 2021, under the laws of the Cayman Islands with limited liability. As a holding company with no material operations of its own, prior to the Disposition described below, Baiya conducts all of the operations in mainland China of People’s Republic of China (“PRC” or “China”) through the contractual arrangements (the “Contractual Arrangements”), with Shenzhen Gongwuyuan Network Technology Co., Ltd. (“Gongwuyuan”), which is a variable interest entity (the “VIE”), and its subsidiaries, or collectively, “PRC operating entities”. The PRC operating entities mainly engaged in providing job matching service, entrusted recruitment service, project outsourcing service and labor dispatching service to business enterprises and organizations in the flexible employment market within China, primarily in the core manufacturing regions including the Pearl River Delta and Yangtze River Delta region.
Baiya owns
Ruifeng BVI owns
On December 9, 2021, Shenzhen Pengze Future Technology Co., Ltd. (“Pengze WFOE”) was incorporated pursuant to PRC mainland China laws as a wholly foreign owned enterprise of Juxing HK.
On March 25, 2025, Baiya incorporated Baiya International Group Inc. (“Baiya US”), a corporation organized under the laws of State of Delaware, as Baiya’s wholly owned subsidiary. On May 20, 2025, Baiya incorporated HK Baiya International Group Limited (“Baiya HK”), a limited liability company under the laws of Hong Kong, as Baiya’s wholly owned subsidiary.
On July 8, 2025, Baiya HK incorporated a direct subsidiary, Baiya (Chengdu) Enterprise Management Consulting Co., Ltd. (“Baiya Chengdu”), a wholly foreign owned enterprise under the laws of PRC mainland China.
On June 3, 2025, Baiya incorporated a wholly owned subsidiary, BIYA PTE. LTD. (“BIYA Singapore”), a limited liability company under the laws of Singapore.
On July 15, 2025, Baiya US incorporated BIYA Universal Media Inc. (“BIYA Media”), a corporation under the laws of state of Delaware, as its wholly owned subsidiary.
On December 23, 2025, Baiya Chengdu duly incorporated Chuzhou Baiwo Technology Co., Ltd. (“Chuzhou Baiwo”) with a
Ruifeng BVI, BIYA PTE. LTD., and BIYA Universal Media Inc. are currently not engaging in any active business operations and merely acting as holding companies.
Reorganization
A reorganization of the Company’s legal structure (“Reorganization”) was completed on December 29, 2021. The Reorganization involved the formation of Baiya, Ruifeng BVI, Juxing HK and the Pengze WFOE, and execution of a series of contractual agreements among Pengze WFOE, Gongwuyuan and certain shareholders of Gongwuyuan (representing
5
On December 29, 2021, Pengze WFOE entered into a series of contractual arrangements with certain shareholders of Gongwuyuan. These agreements include Business Operation Agreement and Powers of Attorney, Exclusive Consulting and Service Agreement, Equity Disposal Agreement, Equity Pledge Agreement and Agency Agreement (collectively the “Contractual Arrangements”). Pursuant to the Contractual Arrangements, Pengze WFOE has the exclusive right to provide Gongwuyuan consulting and all the technical support services related to business operations including technology and management consulting services.
As a result of the Contractual Arrangements entered among Pengze WFOE, Gongwuyuan and certain shareholders of Gongwuyuan, Gongwuyuan is considered as VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation. Consequently, Baiya, through the Pengze WFOE, obtains the power to direct the activities that most significantly affects the economic performance of Gongwuyuan and receives the economic benefits that could be significant to Gongwuyuan, and became the primary beneficiary of Gongwuyuan. The Company treats its VIE and its subsidiaries as the consolidated entities under U.S. GAAP.
The Company, together with its wholly owned subsidiaries and its VIE, is effectively controlled by the same majority shareholders group who act in concert before and after the Reorganization, and therefore the Reorganization is considered as a reorganization of entities under common control. The consolidation of the Company, its subsidiaries, its VIE and the VIE’s subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statement.
On June 8, 2026, Baiya entered into a share purchase agreement (the “SPA”) with Shengshi International Group Inc., a Cayman Islands exempted company (the “Purchaser”), and Juxing, a wholly owned subsidiary of the Company. Pursuant to the SPA, the Company agreed to sell
Juxing owns
As of June 30, 2026, the consolidated financial statements of the Company include the following entities:
| Place and date of | % of ownership | |||||||
| Name of entities | incorporation | Direct | Indirect | Principal activities | ||||
| Parent company | ||||||||
| Baiya | Parent | |||||||
| Subsidiaries of Baiya | ||||||||
| Ruifeng BVI | ||||||||
| Baiya US | ||||||||
| Baiya HK | ||||||||
| Baiya Chengdu | ||||||||
| BIYA Singapore | ||||||||
| BIYA Media | ||||||||
| Chuzhou Baiwo | ||||||||
The Company, Ruifeng BVI, Baiya US, Baiya HK, BIYA Media and Baiya Singapore are essentially holding companies and do not have active operations as of June 30, 2026.
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Going Concern
As reflected in the accompanying consolidated financial statements, the Company had accumulated deficits of $
The Management plans to increase its revenue by expanding the business to intelligent SaaS-enabled new-economy human capital platform focused on the full lifecycle management of freelance talent, provide enterprise clients with efficient, customized talent solutions while offering freelancers precise opportunity matching, skills development pathways, and entrepreneurial incubation support.
As of June 30, 2026. the Company had $
On October 22, 2025, the Company’s Board of Directors approved a reverse stock split of its authorized and issued and outstanding Class A ordinary shares, par value $
On July 8, 2026, the Company announced a reverse stock split of its authorized and issued and outstanding Class A ordinary shares, par value $
2. Significant Accounting Policies and Estimates
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles of the United States (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial information.
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Principles of Consolidation
The consolidated financial statements of the Company include the financial statements of the Company, its subsidiaries, VIE and VIE’s subsidiaries in which the Company is the primary beneficiary. The results of the subsidiaries are consolidated from the date on which the Company obtained control and continues to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. However, if the Company demonstrates its ability to control the VIE through power to govern the activities which most significantly impact VIE’s economic performance and is obligated to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, then the entity is consolidated. All intercompany transactions and balances among the Company, its subsidiaries, the VIE and its subsidiaries have been eliminated upon consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Critical Accounting Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments that management makes about the carrying values of assets and liabilities, which are not readily apparent from other sources. Management bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. U.S. GAAP requires management to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, the assessment of the allowance for credit losses, the valuation allowance for deferred tax assets, the valuation of deferred disposal consideration, and the recoverability of acquisition and service prepayments. These estimates are based on management’s knowledge about current events and expectations about actions that the Company may undertake in the future. Actual results could differ from those estimates.
Foreign Currency Translation and Comprehensive income
The Company uses U.S. dollars (“US$”) as its reporting currency. The functional currency of the Company and its wholly-owned subsidiaries incorporated outside of PRC is US$, while the functional currency of the PRC entities, including the Company’s wholly-owned subsidiaries, VIE and VIE’s subsidiaries is Renminbi (“RMB”) as determined based on the criteria of ASC 830, Foreign Currency Matters.
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Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Financial assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income (loss) as foreign exchange related gain or loss. The consolidated financial statements of the Company’s subsidiaries, VIE and VIE’s subsidiaries using functional currency other than US$ are translated from the functional currency to the reporting currency, US$. Assets and liabilities of the Company’s subsidiaries, VIE and VIE’s subsidiaries incorporated in PRC are translated into US$ at balance sheet date exchange rates, while income and expense items are translated at average exchange rates prevailing during the fiscal year, representing the index rates stipulated by U.S. Federal Reserve. Equity is translated at historical rates. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as accumulated other comprehensive income or loss on the consolidated balance sheets.
The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:
| For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | For the Year Ended December 31, 2025 | ||||||||||
| Balance sheet date spot rates (as of June 30, 2026, June 30, 2025 and December 31, 2025): | $ | $ | $ | |||||||||
| Average rate (for the six months ended June 30, 2026 and 2025): | $ | $ | $ | |||||||||
Cash
Cash includes cash on hand and demand deposits placed with commercial banks. The VIE and its subsidiaries maintain most of the bank accounts in mainland China. Balances at financial institutions within mainland China are covered by insurance up to RMB
Cash held in accounts at U.S. financial institutions is insured by the Federal Deposit Insurance Corporation or other programs subject to certain limitations up to $
Cash maintained at financial institutions in Hong Kong is insured by the Hong Kong Deposit Protection Board up to a limit of HK$
Cash was maintained at financial institutions in the British Virgin Islands and the Cayman Islands. Neither jurisdiction has a formal deposit protection scheme. As of June 30, 2026 and December 31, 2025, cash balances maintained at financial institutions in these jurisdictions were and , respectively. The Company and its subsidiaries have not experienced any losses in such accounts and do not believe the cash is subject to significant credit risk.
Digital Assets, Net
The Company accounts for crypto assets that meet the scope criteria of ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets, at fair value. The Company has ownership of and control over its digital assets and the Company may use third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at fair value.
9
The Company determines and records the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices on the active exchange(s) that the Company has determined is the principal market for such assets (Level I inputs). The Company determines the cost basis of its digital assets using the specific identification of each unit received. Realized and unrealized gains and losses are recorded to other income (expense), net in the Company’s consolidated statement of operations. The Company adopted new accounting policies per ASU 2023-08 Cryptocurrency for fair value on the digital assets that it acquired and currently holds See Note 5 - Digital Assets, Net, for further information regarding digital assets.
Expected Credit Losses
On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. There was no material transition adjustment upon adoption of CECL. The Company applies the CECL model to accounts receivable, loan receivables and other financial assets measured at amortized cost.
Loan receivables from third parties (see Note 7) are also within the scope of ASC 326. Management estimates expected credit losses on these balances using a methodology consistent with that applied to other financial assets, taking into account the borrower’s credit profile, contractual repayment terms, and current and forward-looking economic conditions.
Accounts Receivable, Net
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of credit loss allowance. The Company maintains credit loss allowance for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Prepayments, Net
Prepayments primarily represent advance payments for services to be received or goods to be delivered. Such balances may be refundable or non-refundable depending on the underlying contractual terms. Prepayments for services are recognized as assets and amortized to expense over the period in which the related services are received. The Company evaluates such balances for impairment when there are indicators that the services may not be fully realized.
Other receivables and other current assets, Net
Other receivables and other current assets primarily include non-interest-bearing loans of the other business entities. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Management reviews the composition of other receivables and analyzes historical bad debts, and current economic trends to evaluate the adequacy of the reserves. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made.
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Property and Equipment
Property and equipment primarily consist of electronic equipment, which is at cost less accumulated depreciation. Depreciation expense is calculated on a straight-line basis over estimated useful lives of the assets of
Leases
Under ASC 842, “Leases,” a contract is or contains a lease when the Company has the right to control the use of an identified asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by the Company.
The Company determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases with a lease term of
The lease liability is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As the Company is typically unable to determine the implicit rate, the Company uses an incremental borrowing rate based on the lease term and economic environment at commencement date. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “Property, Plant, and Equipment,” as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. As of June 30, 2026 and December 31, 2025, the Company recognized no impairment of ROU assets. Upon termination or modification of a lease, the Company derecognizes the related lease liability and right-of-use asset and recognizes any resulting gain or loss in the consolidated statements of operations.
Share-based Compensation
The Company accounts for share-based compensation awards to officers, directors, employees, and for acquiring goods and services from nonemployees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the vesting period. The Company accounts for forfeitures when they occur.
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Fair Value Measurement
The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement”, which defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. Under these provisions, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.
The standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances when observable inputs are not available. The hierarchy is described below:
| Level 1: | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. As of June 30, 2026, the Company has level 1 fair value calculations on digital assets. | |
| Level 2: | Observable prices that are based on inputs not quoted on active markets but corroborated by market data. | |
| Level 3: | Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. |
Financial instruments included in current assets and current liabilities are reported at carrying value, which approximates fair value due to their short-term nature. The fair value of receivables from disposal of subsidiaries is determined based on the present value of expected contractual cash flows using an appropriate market-based discount rate.
The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2026, by level within the fair value hierarchy:
June 30, 2026 (Unaudited)
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital assets | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
Impairment of Long-lived Assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded impairment charge for the six months ended June 30, 2026 and 2025, respectively.
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Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when the Company satisfies a performance obligation |
The Company, through its PRC operating entities, contracts with the labor-demand side companies (employing companies) to facilitate the recruitment labor in PRC. After the disposition of Juxing and subsidiary Pengze, and VIEs Gongwuyuan and its subsidiaries, the Company’s revenue from continuing operations consists of (1) Intelligent Matching and SaaS Platform services and (2) business management and consulting services.
Intelligent Matching and SaaS Platform Business
The Company operates its human resources service platform in China through its proprietary SaaS system, providing enterprise clients with talent matching and workforce solutions and freelancers with employment opportunities.
The Company’s platform enables enterprise clients to post service requirements and uses data analytics, deep learning, and semantic analysis to match qualified professionals with project requirements. The platform also facilitates and manages the service process through standardized workflows. The Company generally charges enterprise clients a service fee based on a percentage of the transaction value or service fee, with rates varying by industry and cooperation model.
The Company recognizes revenue from its intelligent matching and SaaS platform business in accordance with ASC 606, Revenue from Contracts with Customers. The Company generally enters into service arrangements with enterprise customers pursuant to which it provides talent matching, workforce solutions and related service management. The transaction price is generally determined based on a contractual service fee or a percentage of the underlying transaction value. Revenue is recognized when the related performance obligation is satisfied, generally upon completion and acceptance of the agreed-upon services by the enterprise customer. For services provided continuously over a specified service period, revenue is recognized over time as the services are rendered.
Business Management and Consulting Business
The Company also provides business management and consulting services through Baiya Chengdu. The Company diagnoses difficulties in infrastructure and enterprise systems and addresses business challenges that enterprises confront by developing strategies to surmount such hurdles to ensure the healthy growth and development of the business of its customers. The revenue is recognized at a point in time when service is provided.
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Disaggregation of Revenue
For the six months ended June 30, 2026 and 2025, all of the Company’s revenue was generated in the PRC.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Category of Revenue | ||||||||
| Intelligent Matching and SaaS Platform | $ | $ | ||||||
| Business management and consulting services | ||||||||
| Total revenues | $ | $ | ||||||
For the six months ended June 30, 2026 and 2025, the revenue from discontinued operations were $
Cost of Revenues
Cost of revenue primarily consists of system integration and software service fees, transaction revenue-sharing and payment processing fees associated with the intelligent revenue-sharing system, as well as employee compensation and service fees.
Selling Expenses
Selling expenses consisted mainly of salesperson’s salary and commission expenses, advertising and promotion expenses, travel and transportation expenses of salespeople, and business hospitality expenses.
General and Administrative Expenses
General and administrative expenses mainly consisted of employee salaries, consulting and professional service expenses, share-base compensation expense, office rent and management expenses, and office utilities and other office expenses.
Research and Development Expenses
Research and development expenses consist primarily of employee salaries and benefits for research and development personnel, allocated overhead and outsourced development expenses. During the six months ended June 30, 2026 and 2025, no costs for research and development were qualified for capitalization; the Company expensed all research and development expenses as incurred. There were no research and development expenses from its continuing operations. The Company has $
Value Added Taxes (“VAT”)
The Company’s PRC subsidiary, VIE and its subsidiaries are subject to value added tax (“VAT”) and related surcharges based on gross sales or service price depending on the type of services provided in the PRC (“output VAT”), and the VAT may be offset by VAT paid by the Company on service purchases (“input VAT”). The applicable rate of output VAT or input VAT for the Company ranges from
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Income Taxes
The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate. As of June 30, 2026 and December 31, 2025, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expenses, if any.
Non-controlling Interests
The Company follows FASB ASC Topic 810, “Consolidation,” governing the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to non-controlling interests even when such allocation might result in a deficit balance.
The net income attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income. Losses attributable to NCI in a subsidiary may exceed an NCI in the subsidiary’s equity. The excess attributable to NCI is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCIs balance.
As of June 30, 2026 and December 31, 2025, the Company had NCIs of $
Net loss per Share
Basic net loss per ordinary share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share. For the six months ended June 30, 2026 and 2025, the Company had no dilutive stocks.
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Related Parties and Transactions
The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards. Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in Note 8.
Segment Reporting
FASB ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management organizes segments within the Company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company. Management determining the Company’s current operations constitutes a single reportable segment in accordance with ASC 280.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments were designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280. The Company adopted this standard for the year ended December 31, 2024.
The Company operates as a single reportable segment.
Significant Risks and Uncertainties
Currency Convertibility Risk
Substantially all of the Company’s operating activities are settled in RMB, which is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
Concentrations and Credit Risk
During the six months ended June 30, 2026, the Company had three major customers from continuing operations that accounted for
During the six months ended June 30, 2025, the Company had no customer from continuing operations that accounted for more than 10% of total revenue.
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During the six months ended June 30, 2026, the Company had one service provider from continuing operations that accounted for
During the six months ended June 30, 2025, the Company had no vendor from continuing operations that accounted for more than 10% of total purchases.
Interest Rate Risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.
Commitments and Contingencies
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements.
If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. As of June 30, 2026 and December 31, 2025, the Company had no such contingencies.
Statement of Cash Flows
In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts shown on the statement of cash flows may not necessarily agree with changes in the corresponding asset and liability on the balance sheet.
3. New Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities.
The amendments introduced by ASU 2023-06 will be effective when the SEC removes the related disclosure or presentation requirement from its existing regulations. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
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On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1.Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows.
4. Disposal of subsidiaries
As part of the Company’s ongoing commitment to improve its profitability and support sustainable growth, on June 8, 2026, the Company entered into a share purchase agreement (the “SPA”) with Shengshi International Group Inc., a Cayman Islands exempted company (the “Purchaser”), and Juxing, a wholly owned subsidiary of the Company. Pursuant to the SPA, the Company agreed to sell
The $
Juxing owns
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Prior-period amounts have been reclassified to conform to the current-period presentation of discontinued operations. Such reclassifications had no effect on previously reported total assets, total liabilities or shareholders’ equity.
The following table summarizes the carrying value of the assets and liabilities of discontinued operations Juxing, Shenzhen Pengze and VIEs at June 25, 2026:
| Cash and equivalents | $ | |||
| Prepaid expenses and other receivables | ||||
| Loan receivable | ||||
| Fixed assets, net | ||||
| Total assets | $ | |||
| Accounts payable | $ | |||
| Accrued liabilities and other payables | ||||
| Loan payable | ||||
| Non-controlling interest | ||||
| Other current liabilities | ||||
| Total liabilities | $ |
The following table shows the results of operations relating to discontinued operations for the six months ended June 30, 2026 and 2025, respectively.
| Six Months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Research and development expenses | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Income/ (Loss) from operations | ( | ) | ||||||
| Gain from disposal of subsidiaries | ||||||||
| Other income, net | ||||||||
| Income before income taxes | ||||||||
| Income tax provision | ||||||||
| Net Income | $ | $ | ||||||
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The following table summarizes the carrying value of the assets and liabilities of discontinued operations Juxing, Shenzhen Pengze and VIEs at December 31, 2025:
| Cash and equivalents | $ | |||
| Accounts receivable, net | ||||
| Due from related parties | ||||
| Prepaid expenses and other receivables | ||||
| Loan receivable | ||||
| Restricted cash, non-current | ||||
| Right-of-use asset, net | ||||
| Fixed assets, net | ||||
| Assets from discontinued operations | $ | |||
| Accounts payable | $ | |||
| Loan payable to third parties | ||||
| Advance from customers | ||||
| Accrued liabilities and other payables | ||||
| Taxes payable | ||||
| Due to related parties | ||||
| Lease liabilities | ||||
| Liabilities from discontinued operations | $ |
5. Digital Assets
During the six months ended June 30, 2026, the Company acquired digital assets, which were held with BitGo Trust Company..
| June 30, 2026 (Unaudited) | ||||||||||||
| Units | Cost Basis | Fair Value | ||||||||||
| Digital assets held: | ||||||||||||
| Native BNB | $ | $ | ||||||||||
| Tether USD | ||||||||||||
| Total | $ | $ | ||||||||||
Native BNB does not represent cash, cash equivalents, or a stablecoin, and it is not redeemable or convertible on a dollar-for-dollar basis with any fiat currency. The value of Native BNB is not fixed and is subject to market volatility, with prices determined by supply and demand in active trading markets. As of June 30, 2026, no impairment or downward revaluation was recognized.
Tether USD (“USDT”) is a U.S. dollar-denominated stablecoin issued by Tether and designed to maintain a value of approximately one U.S. dollar per token. USDT is a digital asset that operates on blockchain networks and is backed by reserves maintained by its issuer. Although USDT is designed to maintain parity with the U.S. dollar, its market value may fluctuate due to market conditions, liquidity, regulatory developments, and risks associated with the issuer and its reserves.
The following represents the changes in quantity of BNB and the respective fair value:
| Native BNB | Fair Value | |||||||
| Beginning balance as of January 1, 2026 | $ | |||||||
| BNB purchased | ||||||||
| BNB sold | ( | ) | ( | ) | ||||
| Net realized gain on investments in BNB | ||||||||
| Ending balance as of June 30, 2026 | $ | |||||||
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6. Prepaid Expenses and Other Current Assets
Prepaid expense and other current assets mainly consisted of the following:
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Other receivables | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2026, prepaid expenses mainly consisted of $
7. Loan Receivable from Third Parties
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| Loan receivable from third parties, current | ||||||||
| Total | $ | $ | ||||||
The Company entered into the following loan agreements with third parties:
1. On December 15, 2025, the Company entered into a loan agreement with Xinyi International Group Ltd., pursuant to which the Company provided a loan in the principal amount of $
2. On December 15, 2025, the Company entered into a loan agreement with Hesheng International Group Ltd., pursuant to which the Company provided a loan in the principal amount of $
3. On June 16, 2026, the Company entered into a loan agreement with Hongyu Wang, pursuant to which the Company provided a loan in the principal amount of
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All borrowers are third parties and are not related parties of the Company.
The following table summarizes loan balances as of June 30, 2026:
| Borrower | Principal (USD) | Interest Rate | Maturity Date | Status | ||||||||
| Hongyu Wang | % | |||||||||||
| Xinyi International Group., Ltd. | % | |||||||||||
| Hesheng International Group., Ltd. | % | |||||||||||
8. Accrued Liabilities and Other Payables
Accrued liabilities and other payables mainly consisted of the following:
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 | |||||||
| Deposits | $ | $ | ||||||
| Accrued expenses | ||||||||
| Salary payable | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2026, the investor deposit was refundable in cash and therefore represented a liability of the Company. Subsequent to June 30, 2026, the Company and the investor agreed to settle a portion of the outstanding balance through the issuance of common shares based on the applicable contractual terms. Accordingly, the subsequent share settlement does not affect the liability classification as of June 30, 2026.
As of June 30, 2026, accrued expenses primarily consisted of $
As of December 31, 2025, accrued expenses mainly included accrued professional fees of $
9. Related Party Balances
Related party affiliations were attributed to transactions conducted between the Company and its shareholders or business entities partially or wholly owned by the Company’s officers or shareholders. Related party balances as of June 30, 2026 and December 31, 2025 are identified as follows:
Related Party Balances:
a) Due from related parties
The Company periodically loans funds to related parties for general business purposes. The balances are typically interest-free and due on demand. As of June 30, 2026 and December 31, 2025, total amounts due from related parties were $
b) Due to related parties
As of June 30, 2026 and December 31, 2025, total amounts due to related parties were $
10. Income Tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
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British Virgin Islands
Under the current and applicable laws of BVI, Ruifeng BVI is not subject to tax on income or capital gains.
Hong Kong
Prior to its disposal on June 25, 2026, Juxing HK was incorporated in Hong Kong and was subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD
Juxing HK did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, Juxing HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
Singapore
BIYA Singapore is incorporated in Singapore and is subject to income tax under the regulations of Inland Revenue Authority of Singapore. Singapore operates a territorial basis of taxation. Income tax is imposed on income accruing in or derived from Singapore, or received in Singapore from outside Singapore. Capital gains are generally not subject to tax. The statutory corporate income tax rate is
United State of America
Baiya U.S. and Baiya Media were incorporated in the State of Delaware and are subject to U.S. federal corporate income tax at a rate of
PRC
Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified
The current PRC EIT Law imposes a
23
11. Shareholders’ Equity
Ordinary and Preferred Shares
The Company was incorporated under the laws of the Cayman Islands on October 18, 2021. The authorized number of ordinary shares was
On December 14, 2022, all the shareholders and directors of the Company approved to amend the Company’s authorized share capital by creating two classes of shares in the authorized share capital, (i)
On December 15, 2022, all the directors of the Company approved to issue additional
On May 30, 2025, at the annual general shareholder meeting, the shareholders approved (1) immediate effect, the authorized share capital of the Company be increased from US$
On December 29, 2025, the Company effected a
On July 8, 2026, the Company announced a reverse stock split of its authorized and issued and outstanding Class A ordinary shares, par value $
Shares Issued for Equity Financing
During the six months ended June 30, 2026, the Company entered into equity financing arrangements with multiple investors, including standby equity subscription agreements (“SESAs”) and a securities purchase agreement (“SPA”), pursuant to which the Company agreed to issue and sell an aggregate of
24
From April to June 2025, the Company entered into certain securities purchase agreements with multiple investors, under which the Company agreed to sell
Shares Issued to Employees
During the six months ended June 30, 2026, the Company issued an aggregate of
During the six months ended June 30, 2025, the Company issued aggregate of
Shares Issued to Consultants
From January 1 to June 30, 2025, the Company issued aggregate of
Shares Issued in Connection with Proposed Acquisition
On September 19, 2025, the Company entered into a share purchase agreement with the owner of Starfish Technology-Fze, pursuant to which the Company agreed to acquire
On July 2, 2026, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Shengshi International Group Inc. (“Acquiror”) and Starfish Technology-FZE (the “Target Company”), in connection with the transfer of the equity interests in the Target Company to the Acquiror for cash consideration of US$
The Company is currently evaluating, in consultation with legal counsel, the legal status of the proposed acquisition and its rights and obligations in respect of the shares previously issued in connection with the proposed acquisition.
12. Commitments and Contingencies
As of reported date, the Company has no commitments and contingencies that need to be disclosed.
13. Subsequent Events
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the following subsequent event needs to be disclosed.
On July 2, 2026, the Company entered into a Stock Purchase Agreement with Shengshi International Group Inc. (“Acquiror”) and Starfish Technology-FZE (“Starfish”), pursuant to which the equity interests in Starfish are to be transferred to the Acquiror for cash consideration of US$
The Company had previously entered into a Stock Purchase Agreement dated September 19, 2025 in connection with the proposed acquisition of Starfish and had issued shares to the sellers and certain consultants and employees in connection with that transaction.
The Company is currently evaluating, in consultation with legal counsel, the legal status of the prior transaction and its rights and obligations in respect of the shares previously issued. The Company will evaluate the accounting implications of these matters based on the outcome of the legal assessment.
25
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a foreign private issuer, the Company may rely on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 to the extent applicable to its forward-looking statements. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or similar expressions. These statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied.
Forward-looking statements in this report include, but are not limited to, statements relating to:
| ● | the Compan’s ability to continue as a going concern and management’s plans to increase revenue and secure additional financing; |
| ● | expectations regarding the Company’s digital asset holdings, including the fair value and potential volatility of Native BNB and Tether USD; |
| ● | the anticipated collection of receivables; and |
| ● | the effect of PRC government regulations, foreign exchange controls and tax policies on the Company’s business and results of operations. |
These forward-looking statements involve risks and uncertainties that may cause actual results to differ materially, including, but not limited to:
| ● | substantial doubt about the Company’s ability to continue as a going concern; |
| ● | significant price volatility, regulatory uncertainty and custodial risks associated with the Company’s digital asset holdings; |
| ● | risks associated with operating in the PRC, including changes in laws and regulations, currency exchange rate fluctuations and restrictions on convertibility of the Renminbi; |
| ● | the Company’s reliance on contractual arrangements with variable interest entities to conduct its operations in China; |
| ● | concentration of revenue among a limited number of customers and reliance on a single reportable segment; |
| ● | the Company’s ability to maintain its listing on the Nasdaq Capital Marketand |
| ● | other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on April 23, 2026. |
You should not place undue reliance on any forward-looking statements, which are made only as of the date of this report. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
A. Operating Results
Overview
We are an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we historically conducted all of our operations in China through the Contractual Arrangements with Gongwuyuan which is a variable interest entity (“VIE”), and its subsidiaries. As described in more detail in the section “Recent Development – Disposition of Assets,” on June 25, 2026, we completed the disposition of 100% of our equity interests in Juxing, which controls Gongwuyan through the VIE arrangements (the “Disposition”). As of the date of this report, we no longer control Gongwuyan.
In connection with the foregoing, on July 8, 2025 we incorporated Baiya Chengdu, and on December 23, 2025 we incorporated Chuzhou. Chuzhou is wholly owned by Baiya Chengdu, collectively, the “PRC operating entities.” Since the Disposition, we operate our business through Chuzhou, a wholly-owned subsidiary incorporated under the laws of China. Since the Disposition, we no longer operate our business in the PRC based on a VIE model. Chuzhou operates in the same business sector in which Gongwuyuan operated.
We operate an intelligent SaaS-enabled new-economy human capital platform focused on the full lifecycle management of freelance talent. Our business covers multiple vertical sectors, including gaming and esports, online education, home appliance repair, and content e-commerce. Through our online intelligent matching system, we provide precise matching services between enterprise clients and freelancers, along with standardized management tools and workflows. In addition, we plan to continue expanding into new service categories and regional markets to further enhance our platform’s service capabilities. We plan to provide effective solutions for enterprise clients seeking efficient, customized flexible staffing across vertical industries and for freelancers requiring precise opportunity matching, skills development, and entrepreneurial incubation support.
Intelligent Matching and SaaS Platform Business
Our human resources service platform operates in China through our proprietary SaaS system. We aim to provide enterprise clients with efficient, customized talent solutions while offering freelancers precise opportunity matching, skills development pathways, and entrepreneurial incubation support. Our clients typically include enterprises with flexible staffing needs across various vertical industries, such as online education institutions, home appliance repair chains, content e-commerce brands, and gaming and esports companies.
Our typical business model involves enterprise clients posting service demands on the platform. Our intelligent matching engine, powered by deep learning and semantic analysis models, deeply integrates user business data, behavioral data, server data, and third-party data sources, while establishing differentiated feature-tagging matrices for each service vertical. The system measures recommendation results through multi-dimensional, multi-indicator real-time performance analytics, generating rapid feedback loops that drive continuous algorithmic iteration. Ultimately, the platform aims to recommend the most suitable high-match professionals for enterprise clients based on specific project requirements, significantly improving matching speed and service delivery efficiency across all verticals.
In terms of transaction workflow, enterprise clients and freelancers reach cooperation agreements through the platform. The platform records the entire service process and provides standardized management workflows to ensure service quality. We typically charge our clients a platform service fee calculated as a percentage of the applicable transaction value or service fee, with specific rates varying by vertical characteristics and cooperation models.
Business Launch and Cold-Start Strategy
Our business launch strategy adopts a “resource introduction, technology first, precision cold-start” approach. During the preparatory phase, we leveraged the extensive client resource network accumulated by our shareholder, Boya International, in the human resources sector to pre-secure a group of seed enterprise clients with verified, high-frequency service demands across multiple vertical scenarios. Concurrently, relying on the AI industry experience and technical team of Anhui Zhongzhou Kechuang Industrial Technology Co., Ltd., we rapidly completed the development of the intelligent matching engine prototype and the SaaS platform infrastructure.
Following the Disposition and incorporation of Chuzhou, our core products entered an internal beta testing phase. Through a small-scale invitation-only program, we introduced qualified freelancers and seed clients who had undergone vetting, validating the end-to-end workflow encompassing “demand posting—intelligent matching—service delivery—evaluation feedback” in real-world scenarios. During the initial launch phase, we focused on home appliance repair and content e-commerce as priority verticals, complemented by offline partnerships with flexible employment stations, university alliances, and training institutions on the talent supply side. These efforts allowed us to accumulate early success cases and high-quality matching feature data, providing initial fuel for algorithm iteration and ensuring the establishment of reliable service reputation during the platform’s cold-start phase.
Key Factors that Affect Our Results of Operations
We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our operating results.
2
Results of Operations
Comparison of the Six Months ended June 30, 2026 and 2025
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| Amount | % of Revenue | Amount | % of Revenue | Amount | % | |||||||||||||||||||
| Net revenues | $ | 756,805 | 100.00 | % | $ | - | - | % | $ | 756,805 | 100.00 | % | ||||||||||||
| Cost of revenues | 679,307 | 89.76 | % | - | - | % | 679,307 | 100.00 | % | |||||||||||||||
| Gross profit | 77,498 | 10.24 | % | - | - | % | 77,498 | 100.00 | % | |||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Selling expenses | 356,537 | 47.11 | % | 327,891 | - | % | 28,646 | 8.74 | % | |||||||||||||||
| General and administrative expenses | 3,164,070 | 418.08 | % | 4,817,512 | - | % | (1,653,442 | ) | (34.32 | )% | ||||||||||||||
| Total operating expenses | 3,520,607 | 465.19 | % | 5,145,403 | - | % | (1,624,796 | ) | (31.58 | )% | ||||||||||||||
| Loss from operations | (3,443,109 | ) | (454.95 | )% | (5,145,403 | ) | - | % | 1,702,294 | (33.08 | )% | |||||||||||||
| Other income (expenses) | ||||||||||||||||||||||||
| Interest income | 19,366 | 2.56 | % | 142 | - | % | 19,224 | 13,538.03 | % | |||||||||||||||
| Other income | 83,330 | 11.01 | % | 3,638 | - | % | 79,692 | 2,190.54 | % | |||||||||||||||
| Total other income | 102,696 | 13.57 | % | 3,780 | - | % | 98,916 | 2,616.83 | % | |||||||||||||||
| Loss before income tax | (3,340,413 | ) | -441.38 | % | (5,141,623 | ) | - | % | 1,801,210 | (35.03 | )% | |||||||||||||
| Less: income tax expense | 127 | 0.02 | % | - | - | % | 127 | 100.00 | % | |||||||||||||||
| Net loss from continuing operation | (3,340,540 | ) | (441.40 | )% | (5,141,623 | ) | - | % | 1,801,083 | (35.03 | )% | |||||||||||||
| Net income from discontinued operations | 912,298 | 120.55 | % | 405,921 | - | % | 506,377 | 124.75 | % | |||||||||||||||
| Net loss | (2,428,242 | ) | (320.85 | )% | (4,735,702 | ) | - | % | 2,307,460 | (48.72 | )% | |||||||||||||
| Less: net income attributable to non-controlling interests from continuing operation | 2,909 | 0.38 | % | - | - | % | 2,909 | 100.00 | % | |||||||||||||||
| Less: net income attributable to non-controlling interests from discontinued operation | 1,686 | 0. | % | 21,576 | - | % | (19,890 | ) | (92.19 | )% | ||||||||||||||
| Net loss attributable to the Company from continuing operation | (3,343,449 | ) | (441.78 | )% | (5,141,623 | ) | - | % | 1,798,174 | (34.97 | )% | |||||||||||||
| Net income attributable to the Company from discontinued operation | 910,612 | 120.32 | % | 384,345 | - | % | 526,267 | 136.93 | % | |||||||||||||||
| Net loss attributable to common shareholders of Baiya International Group Inc. | $ | (2,432,837 | ) | (321.46 | )% | $ | (4,757,278 | ) | - | % | $ | 2,324,441 | (48.86 | )% | ||||||||||
3
Net revenues
Disaggregation of Revenue
For the six months ended June 30, 2026 and 2025, all of the Company’s revenue was generated in the PRC. The Company disaggregates revenue into the revenue streams shown in the following table:
| For
the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Category of Revenue | ||||||||
| Intelligent Matching and SaaS Platform | $ | 687,562 | $ | - | ||||
| Business management and consulting services | 69,243 | - | ||||||
| Total revenues | $ | 756,805 | $ | - | ||||
For the six months ended June 30, 2026 and 2025, the revenue from discontinued operations were $1,948,681 and $7,261,545, respectively, mainly for entrusted recruitment services and project outsourcing services.
Revenue from Intelligent Matching and SaaS Platform
For the six months ended June 30, 2026 and 2025, revenue from the Intelligent Matching and SaaS Platform was $687,562 and nil, representing an increase of $ 687,562, or 100.00%. We started our Intelligent Matching and SaaS Platform business in 2026.
Revenue from business management and information system consulting services
Revenue from business management and information system consulting services was $ 69,243 for the six months ended June 30, 2026, compared to nil for the six months ended June 30, 2025, representing an increase of $ 69,243 or 100.00%. We start our business management and information system consulting services in 2026.
Cost of revenues
Total cost of revenue increased by $679,307, or 100%, from nil for the six months ended June 30, 2025 to $679,307 for the six months ended June 30, 2026.
The following table sets forth a breakdown of our cost of revenues by services offered for the six months ended June 30, 2026 and 2025:
| For
the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Category of cost of revenues | ||||||||
| Intelligent Matching and SaaS Platform | $ | 643,647 | $ | - | ||||
| Business management and consulting services | 35,660 | - | ||||||
| Total cost of revenues | $ | 679,307 | $ | - | ||||
Cost of revenues for Intelligent Matching and SaaS Platform services increased by $643,647, or 100.0%, from nil for the six months ended June 30, 2025 to $643,647 for the six months ended June 30, 2026. The increase was primarily attributable to the commencement and growth of our Intelligent Matching and SaaS Platform services in 2026. Cost of revenues for these services primarily consisted of system integration and software service fees, transaction revenue-sharing and payment processing fees associated with our intelligent revenue-sharing system, as well as employee compensation and other service-related fees.
Cost of revenues for business management and consulting services increased by $35,660, or 100.0%, from nil for the six months ended June 30, 2025 to $35,660 for the six months ended June 30, 2026. The increase was primarily attributable to the commencement of our business management and consulting services in 2026 and the related increase in revenues. Cost of revenues for these services primarily consisted of professional fees for outsourced technology services, employee compensation, and other service-related fees.
For the six months ended June 30, 2026 and 2025, the cost of revenue from discontinued operations were $1,581,570 and $6,535,524, respectively.
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Gross profit and gross margin
Gross profit for Intelligent Matching and SaaS Platform services
Gross profit for the Intelligent Matching and SaaS Platform services was $43,915 and nil for the six months ended June 30, 2026 and 2025, respectively. The gross profit margin was 6.39% and nil for the six months ended June 30, 2026 and 2025, respectively. We start our Intelligent Matching and SaaS Platform business in 2026.
Gross profit for business management and consulting
Gross profit for the business management and consulting services was $33,583 and nil for the six months ended June 30, 2026 and 2025, respectively. We start our business management and information system consulting services in 2026.
For the six months ended June 30, 2026 and 2025, the gross profit from discontinued operations were $367,111 and $726,021, respectively.
Operating expenses
Operating expenses decreased by $1,624,796, or 31.58%, from $5,145,403 for the six months ended June 30, 2025, to $3,520,607 for the six months ended June 30, 2026. The change was mainly due to a decrease of $1,653,442 in general and administrative expenses which was partly offset by an increase of $28,646 in selling expenses as explained below.
Selling expenses
Selling expenses consisted mainly of salesperson’s salary and commission expenses, advertising and promotion expenses, travel and transportation expenses of salespeople, and business hospitality expenses. Selling expense was $356,537 for the six months ended June 30, 2026, compared to $327,891, for the six months ended June 30, 2025, representing an increase of $28,646, or 8.74%, which was primarily due to the $83,333 increase in advertising and promotion expense, which was partly offset by $52,714 decrease in meal and entertainment expense.
General and administrative expenses
General and administrative expenses mainly consisted of employee salaries, consulting and professional service expenses, office rent and management expenses, and office utilities and other office expenses. General and administrative expenses were $3,164,070 for the six months ended June 30, 2026, as compared to $4,817,512 for the six months ended June 30, 2025, representing a decrease of $1,653,442, or 34.32%. The decrease in general and administrative expenses were mainly due to decreased consulting and professional service fees by $1,029,276, which mainly included legal fees, professional management fees, stock transfer agent fees, audit and accounting fees, and HR service fees, decreased telecom service expense by $812,500, which was partly offset by increased payroll expenses by $85,351 and increase stock compensation expense by $51,559 and increased other expenses by $51,424.
For the six months ended June 30, 2026 and 2025, the operating expense from discontinued operations were $425,029 and $306,209.
Other income (expenses), net
Other income (expenses), net mainly consisted of interest income, and other income, net with interest expenses. Other income (expenses), net was $102,696 for the six months ended June 30, 2026, mainly consisted of interest income of $19,366 and other income of $83,330. Other income, net was $3,780 for the six months ended June 30, 2025, mainly consisted of interest income of $142 and other income of $3,638.
For the six months ended June 30, 2026 and 2025, the other income from discontinued operations were $972,835 and $5,878.
Income tax expense
Income tax expense was $127 and nil for the six months ended June 30, 2026 and 2025, respectively.
Net income from discontinued operations
For the six months ended June 30, 2026 and 2025, net income from discontinued operations were $912,298 and $405,921, respectively.
5
Net loss attributable to Baiya
Net loss attributable to common shareholders was $2,432,837 for the six months ended June 30, 2026, compared with $4,757,278 for the six months ended June 30, 2025. The decrease in net loss of $2,324,441 was primarily attributable to an increase in gross profit of $77,498, a decrease in operating expenses of $1,624,796, an increase in other income of $98,916, and an increase in net income attributable to the Company from discontinued operations of $526,267, partially offset by income tax expense of $127 and an increase in net income attributable to non-controlling interests from continuing operations of $2,909, as explained above.
B. Liquidity and Capital Resources
In assessing our liquidity, management monitors and analyzes our cash on-hand, ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. To date, we have financed our operations primarily through cash from operations, borrowings, and capital contributions from shareholders, which have historically been sufficient to meet our working capital requirements.
We had cash of approximately $1,181,159 and $583,926 and had working capital of approximately $26,385,663 and $21,843,210 as of June 30, 2026 and December 31, 2025, respectively.
Going Concern
As discussed in Note 1 to the consolidated financial statements, the conditions described therein raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of the consolidated financial statements. Management plans to address its liquidity requirements through future operating cash flows and, if necessary, additional debt or equity financing. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we decide to accelerate growth, then additional financing may be required. We cannot guarantee, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. If it is determined that the cash requirements exceed our amounts of cash on hand, we may seek to issue additional debt or obtain financial support from shareholders.
Substantially all of our current operations are conducted in China and all of our revenue is denominated in RMB. Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to us. However, we have no present plans to declare dividend and we plan to retain our retained earnings to continue to grow business. In addition, these restrictions had no impact on our ability to meet cash obligations as all of current cash obligations are due within the PRC.
Cash Flow Activities
Cash Flows for the Six Months Ended June 30, 2026 and 2025
The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2026 and 2025, respectively.
| For
the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities for continuing operation | $ | (983,857 | ) | $ | (6,571,330 | ) | ||
| Net cash provided by operating activities for discontinued operation | 799,040 | 185,753 | ||||||
| Net cash used in operating activities | (184,817 | ) | (6,385,577 | ) | ||||
| Net cash used in investing activities for continuing operation | (4,631,956 | ) | (550,695 | ) | ||||
| Net cash provided by (used in) investing activities for discontinued continuing operation | 1,020 | (1,704,691 | ) | |||||
| Net cash used in investing activities | (4,630,936 | ) | (2,255,386 | ) | ||||
| Net cash provided by financing activities for continuing operation | 4,058,212 | 7,995,267 | ||||||
| Net cash used in financing activities for discontinued operation | (221,046 | ) | (124,302 | ) | ||||
| Net cash provided by financing activities | 3,837,166 | 7,870,965 | ||||||
| Effect of exchange rate change on cash | 40,805 | 11,406 | ||||||
| Net decrease in cash | (937,782 | ) | (758,592 | ) | ||||
| Cash, beginning of year (Included $1,535,015 and $1,668,069 from discontinued operations) | 2,118,941 | 1,668,291 | ||||||
| Cash, end of period | $ | 1,181,159 | $ | 909,699 | ||||
6
Operating Activities
Net cash used in operating activities from continuing operation was $983,857 for the six months ended June 30, 2026, mainly derived from (i) net loss from continuing operations of $3,340,540, and non-cash depreciation expense, unrealized loss on digital assets, and stock compensation expense total of $1,484,754; (ii) net changes in operating assets and liabilities, principally comprising of: (a) an increase in cash inflow from advance to suppliers of $811,679, b) an increase in cash inflow from taxes payable of $30,424; (c) an increase in cash inflow from accrued liabilities and other payables of $6,917 and (d) an increase cash inflow from accounts payable of $37,767; which was partly offset by cash outflow on accounts receivable of $11,656, (e) cash outflow on prepaid expenses and other currents assets of $3,202.
Net cash used in operating activities from continuing operations was $6,571,330 for the six months ended June 30, 2025, mainly derived from (i) net loss from continuing operations of $5,141,623, but adjusted by non-cash stock compensation expense of $1,736,736; (ii) net changes in operating assets and liabilities, principally comprising of (a) an increase in payment for prepaid expense and other current assets of $3,171,083; and (b) an increase in payment for account payable of $300; which was partly offset by (c) an increase in accrued liabilities and other payables $4,940.
Net cash used in operating activities from continuing operations was $983,857 for the six months ended June 30, 2026 compared with net cash used in operating activities from continuing operations of $6,571,330 for the six months ended June 30, 2025, representing a decrease in cash outflow of $5,587,473 for the six months ended June 30, 2026 that was due to (i) decrease in cash outflow from decreased net loss by $1,801,083, which was partly offset by change of non-cash adjustments of $251,982, (ii) decrease cash outflow from prepaid expenses and other current assets by $3,167,881, (iii) increase in cash inflow from advance to suppliers by $811,679; (iv) increase in cash inflow from accrued liabilities and other payables by $1,977, (v) increase in cash inflow from taxes payable by $30,424 and (vi) increase in cash inflow from accounts payable by $38,067, which was partly offset by increased cash outflow on accounts receivable by $11,656.
Net cash provided by operating activities from discontinued operations was $799,040 for the six months ended June 30, 2026 compared with net cash provided by operating activities from discontinued operation of $185,753 for the six months ended June 30, 2025.
Investing Activities
Net cash used in investing activities from continuing operations was $4,631,956 for the six months ended June 30, 2026, which mainly consisted of purchase of fixed assets of $6,330, purchase of digital assets of $3,599,441, cash disposed as a result of disposal of subsidiaries of $932,492 and loan to related parties of $575,249, which was partly offset by gain from sales of digital assets of $81,730, cash received from sale of subsidiary of $199,826 and repayment of loan to third party of $200,000.
Net cash used in investing activities from continuing operations was $550,695 for the six months ended June 30, 2025, which mainly consisted of loan to related parties of $550,695.
Net cash provided by investing activities from discontinued operations was $1,020, compare to net cash used in investing activities of $1,704,691 for the six months ended June 30, 2026 and 2025.
7
Financing Activities
Net cash provided by financing activities from continuing operations was $4,058,212 for the six months ended June 30, 2026, which was from net proceeds from issuance of common stock.
Net cash provided by financing activities from continuing operations was $7,995,267 for the six months ended June 30, 2025, which was from net proceeds from issuance of common stock.
Net cash used in financing activities from discontinued operations was $221,046 and $124,302 for the six months ended June 30, 2026 and 2025.
Capital Expenditures
We did not make any material capital expenditures in the six months ended June 30, 2026 and 2025.
C. Significant Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe that the critical accounting policies as disclosed in this annual report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. Further, as an emerging growth company, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for emerging growth companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements contained in our subsequent filings with the SEC may not be comparable to other public companies.
The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
Critical Accounting Estimates and Policies
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments that management makes about the carrying values of assets and liabilities, which are not readily apparent from other sources. Management bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. U.S. GAAP requires management to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, the assessment of the allowance for credit losses, the valuation allowance for deferred tax assets, the valuation of deferred disposal consideration, and the recoverability of acquisition and service prepayments. These estimates are based on management’s knowledge about current events and expectations about actions that the Company may undertake in the future. Actual results could differ from those estimates.
8
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. The impact of adopting the new revenue standard was not material to the Company’s consolidated financial statements and there was no adjustment to beginning accumulated deficit on January 1, 2018. The core principle of this new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when the company satisfies a performance obligation |
The Company, through its PRC operating entities, contracts with the labor-demand side companies (employing companies) to facilitate the recruitment labor in PRC. After the disposition of Juxing and subsidiary Pengze, and VIEs Gongwuyuan and its subsidiaries, the Company’s revenue from continuing operations consists of (1) Intelligent Matching and SaaS Platform services and (2) business management and consulting services.
Intelligent Matching and SaaS Platform Business
The Company operates its human resources service platform in China through its proprietary SaaS system, providing enterprise clients with talent matching and workforce solutions and freelancers with employment opportunities.
The Company’s platform enables enterprise clients to post service requirements and uses data analytics, deep learning, and semantic analysis to match qualified professionals with project requirements. The platform also facilitates and manages the service process through standardized workflows. The Company generally charges enterprise clients a service fee based on a percentage of the transaction value or service fee, with rates varying by industry and cooperation model.
The Company recognizes revenue from its intelligent matching and SaaS platform business in accordance with ASC 606, Revenue from Contracts with Customers. The Company generally enters into service arrangements with enterprise customers pursuant to which it provides talent matching, workforce solutions and related service management. The transaction price is generally determined based on a contractual service fee or a percentage of the underlying transaction value. Revenue is recognized when the related performance obligation is satisfied, generally upon completion and acceptance of the agreed-upon services by the enterprise customer. For services provided continuously over a specified service period, revenue is recognized over time as the services are rendered.
Business Management and Consulting Business
The Company also provides business management and consulting services through Baiya Chengdu. The Company diagnoses difficulties in infrastructure and enterprise systems and addresses business challenges that enterprises confront by developing strategies to surmount such hurdles to ensure the healthy growth and development of the business of its customers. The revenue is recognized at a point in time when service is provided.
9
Expected Credit Losses
On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments(ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not they will be required to sell. There was no material transition adjustment upon adoption of CECL. The Company applies the CECL model to accounts receivable, loan receivables and other financial assets measured at amortized cost.
Loan receivables from third parties (see Note 7) are also within the scope of ASC 326. Management estimates expected credit losses on these balances using a methodology consistent with that applied to other financial assets, taking into account the borrower’s credit profile, contractual repayment terms, and current and forward-looking economic conditions.
Accounts Receivable, Net
Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the historical carrying amount net of credit loss allowance. The Company maintains credit loss allowance for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including historical losses, the age of the receivable balance, the customer’s historical payment patterns, its current credit-worthiness and financial condition, and current market conditions and economic trends. Accounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Income Taxes
We account for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. As of June 30, 2026 and December 31, 2025, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expenses if any. There were no such interest and penalties as of June 30, 2026 and December 31, 2025.
Recent Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 will be effective when the SEC removes the related disclosure or presentation requirement from its existing regulations. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. Early adoption is permitted. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
10
On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1.Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 18) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026 and December 31, 2025.
11
Exhibit 99.3
Baiya International Group Inc. Announces First Half of Fiscal Year 2026 Financial Results
Shenzhen, China, September 29, 2026 /PRNewswire/ -- Baiya International Group Inc. (“Baiya” or the “Company”) (Nasdaq: BIYA), a human resource (“HR”) technology company operating an intelligent SaaS-enabled new-economy human capital platform focused on the full lifecycle management of freelance talent, today announced its unaudited financial results for the first half of fiscal year 2026 ended June 30, 2026.
Ms. Linxi Xie, Chief Executive Officer of Baiya, commented, “The first half of fiscal year 2026 was a period of transition for Baiya, as we began generating revenue from our new business lines and continued to streamline our operations. Our continuing operations delivered net revenues of $0.8 million, primarily from our intelligent matching and SaaS platform services, which contributed $0.7 million, with the remainder from our business management and information system consulting services. At the same time, total operating expenses decreased by 31.6% to $3.5 million, helping narrow net loss attributable to common shareholders to $2.4 million from $4.8 million for the same period last year. During the period, we also completed the disposition of Juxing Investment Group (Hong Kong) Limited and its related operations as part of our ongoing efforts to improve profitability and support sustainable growth. Looking ahead, we plan to further develop our intelligent SaaS-enabled new-economy human capital platform, enhance our service capabilities, and build on the momentum of our new business lines, with the goal of creating long-term value for our shareholders.”
First Half of Fiscal Year 2026 Financial Summary
| ● | Net revenues from continuing operations were $0.8 million for the first half of fiscal year 2026, compared to nil for the same period last year. |
| ● | Gross profit was $77,498 for the first half of fiscal year 2026, compared to nil for the same period last year. |
| ● | Net loss attributable to Baiya was $2.4 million for the first half of fiscal year 2026, compared to $4.8 million for the same period last year. |
| ● | Basic and diluted net loss per common share were $0.54 for the first half of fiscal year 2026, compared to $96.15 for the same period last year. |
First Half of Fiscal Year 2026 Financial Results
Net Revenues
Net revenues were $0.8 million for the first half of fiscal year 2026, compared to nil for the same period last year.
| ● | Revenue from intelligent matching and SaaS platform services was $0.7 million for the first half of fiscal year 2026. The Company started its intelligent matching and SaaS platform business in 2026, and it did not generate revenue from this business for the same period last year. |
| ● | Revenue from business management and information system consulting services was $69,243. The Company started its business management and information system consulting services in 2026, and it did not generate revenue from these services for the same period last year. |
Cost of Revenues
Total cost of revenue was $0.7 million for the first half of fiscal year 2026, compared to nil for the same period last year.
Gross Profit
Gross profit was $77,498 for the first half of fiscal year 2026, compared to nil for the same period last year.
| ● | Gross profit for the intelligent matching and SaaS platform services was $43,915 for the first half of fiscal year 2026. The Company started its intelligent matching and SaaS platform business in 2026, and it did not generate gross profit from this business for the same period last year. |
| ● | Gross profit for the business management and information system consulting services was $33,583. The Company started its business management and information system consulting services in 2026, and it did not generate gross profit from these services for the same period last year. |
Operating Expenses
Total operating expenses were $3.5 million for the first half of fiscal year 2026, a decrease of 31.6% from $5.1 million for the same period last year. The change was mainly due to a decrease of $1.7 million in general and administrative expenses which was partly offset by an increase of $28,646 in selling expenses.
| ● | Selling expenses were $0.4 million for the first half of fiscal year 2026, an increase of 8.7% from $0.3 million for the same period last year. The increase was primarily due to the $83,333 increase in advertising and promotion expense, which was partly offset by $52,714 decrease in meal and entertainment expense. |
| ● | General and administrative expenses were $3.2 million for the first half of fiscal year 2026, a decrease of 34.3% from $4.8 million for the same period last year. The decrease was mainly due to decreased consulting and professional service fees by $1.0 million, which mainly included legal fees, professional management fees, stock transfer agent fees, audit and accounting fees, and HR service fees, decreased telecom service expense by $0.8 million, which was partly offset by increased payroll expenses by $85,351 and increase stock compensation expense by $51,559 and increased other expenses by $51,424. |
2
Net Income from Discontinued Operations
Net income from discontinued operations was $0.9 million for the first half of fiscal year 2026, compared to $0.4 million for the same period last year.
Net Loss Attributable to Baiya
Net loss attributable to common shareholders was $2.4 million for the first half of fiscal year 2026, compared to $4.8 million for the same period last year. The decrease in net loss of $2.3 million was primarily attributable to an increase in gross profit of $77,498, a decrease in operating expenses of $1.6 million, an increase in other income of $0.1 million, and an increase in net income attributable to the Company from discontinued operations of $0.5 million, partially offset by income tax expense of $127 and an increase in net income attributable to non-controlling interests from continuing operations of $2,909.
Basic and Diluted Net Loss per Common Share
Basic and diluted net loss per common share were $0.54 for the first half of fiscal year 2026, compared to $96.15 for the same period last year.
Financial Condition
As of June 30, 2026, the Company had cash of $1.2 million, compared to $0.6 million as of December 31, 2025.
Net cash used in operating activities for the first half of fiscal year 2026 was $0.2 million, compared to $6.4 million for the same period last year.
Net cash used in investing activities for the first half of fiscal year 2026 was $4.6 million, compared to $2.3 million for the same period last year.
Net cash provided by financing activities for the first half of fiscal year 2026 was $3.8 million, compared to $7.9 million for the same period last year.
About Baiya International Group Inc.
Baiya International Group Inc. is an HR technology company operating an intelligent SaaS enabled new economy human capital platform focused on the full lifecycle management of freelance talent. Through its online intelligent matching system, Baiya provides precise matching services between enterprise clients and freelancers, along with standardized management tools and workflows. Its business spans multiple vertical sectors, including gaming and esports, online education, home appliance repair, and content e-commerce. For more information, please visit the Company’s website: https://www.baiyainc.com/investors-overview.
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a foreign private issuer, the Company may rely on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 to the extent applicable to its forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements concerning the Company’s plans, growth initiatives, objectives, goals, strategies, future events or expected performance, and underlying assumptions. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend,” “seek,” “aim” or “continue,” or the negative of these terms or similar expressions. Forward-looking statements in this press release include, but are not limited to, statements relating to: the Company’s ability to continue as a going concern and management’s plans to increase revenue and secure additional financing; expectations regarding the Company’s digital asset holdings, including the fair value and potential volatility of such holdings; the anticipated collection of receivables; the Company’s plans to further develop its intelligent SaaS-enabled new-economy human capital platform; the effect of PRC government regulations, foreign exchange controls and tax policies on the Company’s business and results of operations; and the Company’s ability to execute its business and strategic initiatives. These forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially, including, but not limited to: substantial doubt about the Company’s ability to continue as a going concern; significant price volatility, regulatory uncertainty and custodial risks associated with the Company’s digital asset holdings; risks associated with operating in the PRC, including changes in laws and regulations, currency exchange rate fluctuations and restrictions on convertibility of the Renminbi; concentration of revenue among a limited number of customers and reliance on a single reportable segment; the Company’s ability to maintain its listing on the Nasdaq Capital Market; risks related to the Company’s liquidity and capital resources, repayment of loan receivables from third parties, and remediation of material weaknesses in internal control over financial reporting; and other risks and uncertainties described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 23, 2026. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact:
Baiya International Group Inc.
Investor Relations Department
Phone: +1-646-916-0575
Email: ir@biyainc.com
Investor Relations Inquiries:
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
4
BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars, except for the number of shares)
| As of June 30, 2026 (Unaudited) | As of December 31, 2025 (Audited)* | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 1,181,159 | $ | 583,926 | ||||
| Accounts receivable, net | 29,479 | 17,160 | ||||||
| Due from related parties | 987,230 | 389,130 | ||||||
| Digital assets | 3,708,612 | - | ||||||
| Prepaid expenses and other current assets | 3,392,710 | 4,480,810 | ||||||
| Receivable from disposal of subsidiaries | 577,432 | - | ||||||
| Loan receivable from third parties, current | 18,794,286 | 16,996,022 | ||||||
| Total current assets | 28,670,908 | 22,467,048 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | 10,692 | 5,117 | ||||||
| Receivable from disposal of subsidiaries-Non current | 1,058,504 | |||||||
| Total noncurrent assets | 1,069,196 | 5,117 | ||||||
| Assets from discontinued operations | - | 5,359,383 | ||||||
| TOTAL ASSETS | $ | 29,740,104 | $ | 27,831,548 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 38,708 | 500 | |||||
| Loan payable to third parties | - | - | ||||||
| Advance from customers | - | - | ||||||
| Accrued liabilities and other payables | 2,210,298 | 617,944 | ||||||
| Taxes payable | 35,439 | 4,594 | ||||||
| Due to related parties | 800 | 800 | ||||||
| Lease liabilities | - | - | ||||||
| Loan payables, current | - | - | ||||||
| Total current liabilities | 2,285,245 | 623,838 | ||||||
| Liabilities from discontinued operations | - | 4,139,167 | ||||||
| TOTAL LIABILITIES | 2,285,245 | 4,763,005 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Preferred shares, par value $0.025, 100,000,000 shares authorized, nil shares issued and outstanding as of June 30, 2026 and December 31, 2025 , respectively | - | - | ||||||
| Class A Common shares, par value $0.025, 160,000,000 shares authorized, 2,746,211 and 118,584 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 68,655 | 2,964 | ||||||
| Class B Common shares, par value $0.0001, 100,000,000 shares authorized, 3,600,000 and 3,600,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 360 | 360 | ||||||
| Additional paid-in capital | 45,330,367 | 33,706,703 | ||||||
| Subscription receivable | (4,814,678 | ) | - | |||||
| Statutory Reserve | 558,727 | 458,832 | ||||||
| Accumulated other comprehensive loss | (93,097 | ) | (147,070 | ) | ||||
| Accumulated deficit | (13,599,360 | ) | (11,066,628 | ) | ||||
| - | ||||||||
| Total Company shareholders’ equity | 27,450,974 | 22,955,161 | ||||||
| - | ||||||||
| Non-controlling interest | 3,885 | 113,382 | ||||||
| - | ||||||||
| Total shareholders’ equity | 27,454,859 | 23,068,543 | ||||||
| - | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 29,740,104 | $ | 27,831,548 | ||||
| * | Certain prior-period amounts have been reclassified for discontinued operations presentation. |
5
BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars, except for the number of shares)
(UNAUDITED)
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 Include discontinued operations | Discontinued operations | 2026 | 2025 | |||||||||||||
| Net revenues | $ | 2,705,486 | $ | 1,948,681 | $ | 756,805 | $ | - | ||||||||
| Cost of revenues | 2,260,877 | 1,581,570 | 679,307 | - | ||||||||||||
| Gross profit | 444,609 | 367,111 | 77,498 | - | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling expenses | 483,795 | 127,258 | 356,537 | 327,891 | ||||||||||||
| General and administrative expenses | 3,285,426 | 121,356 | 3,164,070 | 4,817,512 | ||||||||||||
| Total operating expenses | 3,945,636 | 425,029 | 3,520,607 | 5,145,403 | ||||||||||||
| Loss from operations | (3,501,027 | ) | (57,918 | ) | (3,443,109 | ) | (5,145,403 | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income | 25,653 | 6,287 | 19,366 | 142 | ||||||||||||
| Other income | 165,517 | 82,187 | 83,330 | 3,638 | ||||||||||||
| Total other income | 1,075,531 | 972,835 | 102,696 | 3,780 | ||||||||||||
| Loss before income tax | (2,425,496 | ) | 914,917 | (3,340,413 | ) | (5,141,623 | ) | |||||||||
| Less: income tax expense | 2,746 | 2,619 | 127 | - | ||||||||||||
| Net loss from continuing operation | (3,340,540 | ) | (5,141,623 | ) | ||||||||||||
| Net income from discontinued operations | 912,298 | 912,298 | 405,921 | |||||||||||||
| Net loss | (2,428,242 | ) | (2,428,242 | ) | (4,735,702 | ) | ||||||||||
| Less: net income attributable to non-controlling interests from continuing operation | 4,595 | 1,686 | 2,909 | - | ||||||||||||
| Less: net income attributable to non-controlling interests from discontinued operation | 1,686 | 1,686 | 21,576 | |||||||||||||
| Net loss attributable to the Company from continuing operation | (3,343,449 | ) | (5,141,623 | ) | ||||||||||||
| Net income attributable to the Company from discontinued operation | 910,612 | 910,612 | 384,345 | |||||||||||||
| Net loss attributable to common shareholders of Baiya International Group Inc. | $ | (2,432,837 | ) | $ | (2,432,837 | ) | (4,757,278 | ) | ||||||||
| Comprehensive income (loss) | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation gain attributable to the Company | 53,973 | 53,973 | 17,504 | |||||||||||||
| Foreign currency translation gain attributable to noncontrolling interest | 3,484 | 2,535 | 949 | 4,646 | ||||||||||||
| Total other comprehensive income | 57,457 | 2,535 | 54,922 | 22,150 | ||||||||||||
| Comprehensive loss attributable to common shareholders of Baiya International Group Inc. | (2,378,864 | ) | - | (2,378,864 | ) | (4,739,774 | ) | |||||||||
| Comprehensive income attributable to noncontrolling interest | 8,079 | 8,079 | 26,222 | |||||||||||||
| Total comprehensive loss | $ | (2,370,785 | ) | $ | - | $ | (2,370,785 | ) | $ | (4,713,552 | ) | |||||
| Net loss per common share | ||||||||||||||||
| Basic and diluted * | $ | (0.54 | ) | $ | (0.54 | ) | $ | (96.15 | ) | |||||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Basic and diluted * | 4,535,080 | 4,535,080 | 49,475 | |||||||||||||
| * | retroactively reflect 1-for-25 reverse stock split effective on December 29, 2025 and 1-for-10 reverse stock split effective on July 10, 2026 |
6
BAIYA INTERNATIONAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars, except for the number of shares)
(UNAUDITED)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (2,428,242 | ) | $ | (4,735,702 | ) | ||
| Net income from discontinued operations | 912,298 | 405,921 | ||||||
| Net loss from continuing operations | (3,340,540 | ) | (5,141,623 | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation expense | 756 | - | ||||||
| Unrealized loss on digital assets | 292,717 | - | ||||||
| Stock compensation expense | 1,191,281 | 1,736,736 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable, net | (11,656 | ) | - | |||||
| Decrease in advance to suppliers, net | 811,679 | - | ||||||
| Increase in prepaid expenses and other current assets | (3,202 | ) | (3,171,083 | ) | ||||
| Increase (Decrease) in accounts payable | 37,767 | (300 | ) | |||||
| Increase (Decrease) in accrued liabilities and other payables | 6,917 | 4,940 | ||||||
| Increase in taxes payable | 30,424 | - | ||||||
| Net cash used in operating activities from continuing operations | (983,857 | ) | (6,571,330 | ) | ||||
| Net cash provided by operating activities from discontinued operations | 799,040 | 185,753 | ||||||
| Net cash used in operating activities | 184,817 | (6,385,577 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of fixed assets | (6,330 | ) | - | |||||
| Purchase of digital assets | (3,599,441 | ) | - | |||||
| Gains from sale of digital assets | 81,730 | - | ||||||
| Cash received from sale of subsidiary | 199,826 | - | ||||||
| Cash disposed as a result of disposal of subsidiaries | (932,492 | ) | ||||||
| Loan to related parties | (575,249 | ) | (550,695 | ) | ||||
| Repayment of loan to third party | 200,000 | - | ||||||
| Net cash used in investing activities from continuing operations | (4,631,956 | ) | (550,695 | ) | ||||
| Net cash provided by (used in) investing activities from discontinued operations | 1,020 | (1,704,691 | ) | |||||
| Net cash used in investing activities | (4,630,936 | ) | (2,255,386 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net proceeds from issuance of common stock | 4,058,212 | 7,995,267 | ||||||
| Net cash provided by financing activities from continuing operations | 4,058,212 | 7,995,267 | ||||||
| Net cash used in financing activities from discontinued operations | (221,046 | ) | (124,302 | ) | ||||
| Net cash provided by financing activities | 3,837,166 | 7,870,965 | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | 40,805 | 11,406 | ||||||
| NET DECREASE IN CASH | (937,782 | ) | (758,592 | ) | ||||
| CASH, BEGINNING OF PERIOD (INCLUDED $ 1,535,015 and $1,668,069 FROM DISCONTINUED OPERATIONS) | 2,118,941 | 1,668,291 | ||||||
| CASH, END OF PERIOD | $ | 1,181,159 | $ | 909,699 | ||||
| - | ||||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS: | ||||||||
| Cash and equivalents | $ | 1,181,159 | $ | 873,464 | ||||
| Cash and equivalents included in discontinued operations | $ | - | $ | 36,235 | ||||
| Supplemental disclosure information of cash flow: | ||||||||
| Cash paid for income tax | $ | - | $ | - | ||||
| Cash paid for interest | $ | 688 | $ | 33,679 | ||||
| Supplemental non-cash information: | ||||||||
| Right of use assets obtained in exchange for operating lease liability | $ | - | $ | 71,398 | ||||
| Issuance of common stock in exchange for digital assets (USDT) | $ | 1,404,563 | $ | - | ||||
| Issuance of common stock in exchange for subscription receivable | $ | 4,814,678 | $ | - | ||||
| Investor deposit received | $ | 1,585,437 | $ | - | ||||
| Loan receivable to third party funded through transfer of digital assets (USDT) | $ | 1,998,264 | $ | - | ||||
7