Baiya International Group Inc 6-K, filed Oct 23, 2025

Baiya International Group Inc. (BIYA)

6-K 2025-10-23 For: 2025-10-23

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Added on April 07, 2026

About this 6-K

Baiya International Group Inc filed this 6-K on October 23, 2025.

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Exhibit No.		Description of Exhibit
3.1		Proposed Fifth Amended and Restated Memorandum and Articles of Association
99.1		Notice of 2025 Extraordinary General Meeting of Shareholders

Date: October 23, 2025	Baiya International Group Inc.

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

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

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

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

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

5 Calls on Shares and forfeiture		15
Power to make calls and effect of calls		15
Time when call made		16
Liability of joint holders		16
Interest on unpaid calls		16
Deemed calls		16
Power to accept early payment		16
Power to make different arrangements at time of issue of Shares		17
Notice of default		17
Forfeiture or surrender of Shares		17
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		17
Effect of forfeiture or surrender on former Member		17
Evidence of forfeiture or surrender		18
Sale of forfeited or surrendered Shares		18

6 Transfer of Shares		18
Form of Transfer		18
Power to refuse registration for Shares not listed on a Designated Stock Exchange		19
Suspension of transfers		19
Company may retain instrument of transfer		19
Notice of refusal to register		20

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

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

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

10 Meetings of Members		23
Annual and extraordinary general meetings		23
Power to call meetings		24
Content of notice		24
Period of notice		25
Persons entitled to receive notice		25
Accidental omission to give notice or non-receipt of notice		25

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

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

13 Number of Directors		34

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

15 Alternate Directors		36
Appointment and removal		36
Notices		37
Rights of alternate Director		37
Appointment ceases when the appointor ceases to be a Director		37
Status of alternate Director		38
Status of the Director making the appointment		38

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

17 Delegation of powers		40
Power to delegate any of the Directors’ powers to a committee		40
Local boards		41
Power to appoint an agent of the Company		41
Power to appoint an attorney or authorised signatory of the Company		42
Borrowing Powers		42
Corporate Governance		42

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

19 Permissible Directors’ interests and disclosure		45

20 Minutes		46

21 Accounts and audit		46
Auditors		47

22 Record dates		47

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

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

	FIFTH AMENDED AND RESTATED articles of association
(Adopted by special resolution passed on [date])

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

25 Share Premium Account		51
Directors to maintain share premium account		51
Debits to share premium account		51

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

27 Indemnity		53
Release		53
Insurance		54

28 Notices		54
Form of notices		54
Electronic communications		54
Persons entitled to notices		55
Persons authorised to give notices		56
Delivery of written notices		56
Joint holders		56
Signatures		56
Giving notice to a deceased or bankrupt Member		56
Date of giving notices		57
Saving provision		57

29 Authentication of Electronic Records		57
Application of Articles		57
Authentication of documents sent by Members by Electronic means		57
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		58
Manner of signing		58
Saving provision		59

30 Transfer by way of continuation		59

31 Winding up		59
Distribution of assets in specie		59
No obligation to accept liability		60

32 Amendment of Memorandum and Articles		60
Power to change name or amend Memorandum		60
Power to amend these Articles		60

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

Baiya International Group Inc.

/s/ Siyu Yang
Siyu Yang
President and Chief Executive Officer
October 23, 2025

I/We¹	________________________________________________________

of	________________________________________________________

being a shareholder/shareholder(s) of the Company and the holder/holders of

___________________________________________________(number and class of shares)

appoint as my/our proxy²

	________________________________________________________

of	________________________________________________________

¹	Full name(s) and address(es) to be inserted in block letters.
²	Insert name and address of the desired proxy in the spaces provided.

Resolutions:		For	Against	Abstain
1.	It is resolved as an ordinary resolution that, with effect upon approval by the NASDAQ Stock Market, (c) all the authorised, issued and unissued Class A Ordinary Shares be consolidated at a 25:1 ratio (the Share Consolidation), such that every twenty-five (25) issued and unissued existing Class A ordinary shares of US$0.0001 par value each be consolidated into one Class A ordinary share of a par value of US$0.0025 each (the Consolidated Class A Ordinary Shares), such Consolidated Class A Ordinary Shares shall rank pari passu in all respect with each other, so that following the Share Consolidation, the authorised share capital of the Company shall become US$180,000 divided into (i) 64,000,000 Class A Ordinary Shares of par value US$0.0025 each, (ii) 100,000,000 Class B Ordinary Shares of par value US$0.0001 each and (iii) 100,000,000 Preferred Shares of par value US$0.0001 each; and (d) all fractional entitlements to the issued Consolidated Class A Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number.	☐	☐	☐
2.	It is resolved as a special resolution that the Company adopt the fifth amended and restated memorandum and articles of association of the Company (the Fifth Amended M&AA) in the form attached as Annex A to the Notice of Meeting in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with immediate effect (Charter Amendment), which reflects the revised authorized share capital following the Share Consolidation.	☐	☐	☐
3.	It is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation, the Charter Amendment and the adoption of the Fifth Amended M&AA, including but not limited to, making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation; the registered office provider of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the Share Consolidation; and the Company’s transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.	☐	☐	☐
4.	It is resolved as an ordinary resolution that the Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing resolutions.