6-K
Baiya International Group Inc. (BIYA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number 001-42553
Baiya International Group Inc.
(Translation of registrant’s name into English)
Suite 7540, The Empire State Building
350 Fifth Avenue
New York, New York 10118
Telephone: +1838 900 8888
(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
Entry into a Material Definition Agreement
On July 18, 2025, Baiya International Group Inc. (the “Company”) announced its entry into a strategic merger framework agreement (the “Agreement”) with Dubai-headquartered technology company STARFISH TECHNOLOGY-FZE (“Starfish”). Under this Agreement, the Company intends to acquire all equity interests and core assets of Starfish, marking a significant shift in the Company’s business toward digital assets and financial technology. Target properties will include all intellectual property and operational rights to Starfish’s flagship product, UpTop.Meme (“UpTop”). This merger is anticipated to approximately add around $15million in profit. The Company will proceed with a thorough due diligence and intend to provide timely updates.
A copy of the press release made on July 18, 2025 is being furnished on Exhibit 99.1 with this Form 6-K
Forward-Looking Statement
This press release may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, relating to the business of Baiya International Group Inc., and its subsidiary companies (“Company”). All statements, other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects,” or similar expressions, involving known and unknown risks and uncertainties. Further, any relevant information provided regarding Web3, blockchain, bitcoin, cryptocurrency, and digital assets are strictly for informational and educational purposes only. It does not constitute financial, investment, legal, or tax advice, nor is it an offer or solicitation to buy, sell, or hold any digital asset or related financial product. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. None of the information, content, or data shared should be considered a recommendation or endorsement of our stocks. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Baiya International Group Inc. Announces Strategic Acquisition to Accelerate Web3 Transformation—Press Release dated July 18, 2025 |
1
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: July 18, 2025 | |
|---|---|
| Baiya International Group Inc. | |
| --- | --- |
| By: | /s/ Siyu Yang |
| Name: | Siyu Yang |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Baiya International Group Inc. Announces StrategicAcquisition to Accelerate Web3 Transformation
Shenzhen, China, July 18, 2025 (GLOBE NEWSWIRE) -- Baiya International Group Inc. (“BIYA” or the “Company”) (Nasdaq: BIYA), a human resource (“HR”) technology company utilizing its cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions, today announced that it has signed a strategic merger framework agreement (the “Agreement”) with Dubai-headquartered technology company STARFISH TECHNOLOGY-FZE (“Starfish”). Under the Agreement, BIYA intends to acquire all equity interests and core assets of Starfish. This transaction marks BIYA’s full-scale transformation into digital assets and financial technology, officially ushering in its entry into the “Web3 New Era” of global capital markets.
The proposed acquisition includes Starfish’s UpTop.Meme platform (“UpTop”), a decentralized liquidity protocol built on BNB Chain. BIYA will acquire all associated intellectual property and operating rights, including the decentralized protocol, technical IP, and the complete technical and operational team. BIYA plans to integrate its own core team to further enhance the platform’s technological strength and global operating capacity. The Company anticipates the merger will contribute an estimated $15 million in additional profit.
UpTop.Meme is a decentralized liquidity protocol platform built on BNB Chain, designed to provide on-chain liquidity services for crypto-native digital assets as well as tokenized U.S. stocks and treasuries. The platform aims to become the world’s largest decentralized liquidity infrastructure.
In May 2025, UpTop formed a strategic partnership with Four.Meme, the largest launchpad on BNB Chain, and in June, successfully completed its first exclusive Pro-TGE (token generation event) through the platform. The $1.5 million presale allocation was filled within just six minutes, attracting participation from over 100,000 unique wallet addresses. In total, more than 770,000 addresses queued for the offering, with oversubscription exceeding $11 million. To participate, users were required to contribute exclusively using USD1, a stablecoin. As a result, over 500,000 new USD1-holding addresses were added in the 24 hours leading up to the presale.
Pursuant to the Agreement, BIYA plans to proceed with closing upon the completion of due diligence and announce detailed transaction terms and financing arrangements in due course. An exclusivity period has been established between the two parties for continued negotiations and near-term integration planning.
Ms. Siyu Yang, Chief Executive Officer of BIYA, commented: “This agreement represents a pivotal milestone in BIYA’s development and a strategic leap toward embracing the future of blockchain and financial asset tokenization. We believe this acquisition positions BIYA as a pioneer in digital assets within the U.S. public markets and lays a strong foundation for bridging traditional finance with the decentralized economy. Through deep integration with UpTop, BIYA will build a forward-looking digital asset ecosystem, accelerating our full-scale transformation into Web3, achieving mutual empowerment, and opening a new chapter in capital digitalization.”
About Baiya International Group Inc. (“Baiya”)
Baiya has evolved from a job matching service provider into a cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions on the Gongwuyuan Platform to supplement its offline job matching services and started to position itself as a SaaS-enabled HR technology company by introducing its Gongwuyuan Platform in the flexible employment marketplace. Baiya has been and will continue to strategically develop and improve the Gongwuyuan Platform with product features that work together with its traditional offline service model to improve the job matching and HR related services in the flexible employment marketplace.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release are“forward-looking statements” as defined under the federal securities laws, including, but not limited to, statements concerningplans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other thanstatements of historical facts. These forward-looking statements involve known and unknown risks and uncertainties and are based on theCompany’s current expectations and projections about future events that the Company believes may affect its financial condition, resultsof operations, business strategy and financial needs. Forward-looking statements can be identified by terms such as “believe”,“plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”,“aim” and “anticipate”, or other similar expressions in this press release. The Company undertakes no obligation toupdate or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements arereasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual resultsmay differ materially from the anticipated results and encourages investors to review other factors that may affect its future resultsin the Company’s registration statement and other filings with the United States Securities and Exchange Commission (“SEC”).
For further information, please contact:
Baiya International Group Inc.
Investor Relations Department
Phone: +86 0769-88785888
Email: [email protected]
Investor Relations Inquiries:
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: [email protected]