Baiya International (BIYA) sells 13.5M Class A shares for $4,212,000

Rhea-AI Filing Summary

Baiya International Group Inc. completed an equity financing with an institutional investor. The investor purchased 13,500,000 Class A ordinary shares at $0.312 per share, and the Company issued these shares on April 29, 2026 for aggregate consideration of $4,212,000.

The transaction was executed under a Securities Purchase Agreement dated April 17, 2026. The report also includes standard forward-looking statements language noting risks such as regulatory approvals, including approvals by Nasdaq.

Insights

Equity capital markets analyst

Baiya raises $4,212,000 through new share issuance to an institutional investor.

Baiya International Group Inc. entered a Securities Purchase Agreement with an institutional investor on April 17, 2026. The investor agreed to buy 13,500,000 Class A ordinary shares at $0.312 per share, providing the Company with aggregate consideration of $4,212,000 on closing.

The transaction closed on April 29, 2026 when the new shares were issued. This is common equity capital, which does not add debt obligations. The filing also repeats standard forward-looking statements language, highlighting risks around regulatory approvals, including approvals by Nasdaq, in connection with such transactions.

Key Figures

Shares issued: 13,500,000 shares Share price: $0.312 per share Aggregate consideration: $4,212,000 +3 more

6 metrics

Shares issued 13,500,000 shares Class A ordinary shares issued to an institutional investor

Share price $0.312 per share Purchase price in Securities Purchase Agreement

Aggregate consideration $4,212,000 Total consideration received on April 29, 2026 closing

Agreement date April 17, 2026 Date Securities Purchase Agreement was entered

Closing date April 29, 2026 Date the Company issued 13,500,000 Class A shares

Par value $0.0025 per share Par value of Class A ordinary shares

Key Terms

Securities Purchase Agreement, Class A ordinary shares, Form 6-K, forward-looking statements, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Class A ordinary shares financial

"for the purchase of 13,500,000 class A ordinary shares, par value $0.0025 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Form 6-K regulatory

"This Report on Form 6-K and the information contained herein"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

forward-looking statements regulatory

"This Report on Form 6-K contains forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Nasdaq market

"including risks relating to ... the receipt of regulatory approvals (including approvals by Nasdaq)"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

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Form 6-K: How Foreign Companies Report to the SEC →

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42553

Baiya International Group Inc.

(Registrant’s Name)

Room 18022, Floor 18, 112 W. 34th Street

New York, NY 10120

(Address of Principal Executive Offices)

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 ☐

As previously reported, on April 17, 2026, Baiya International Group Inc. (the “Company” or the “Registrant”) entered into a Securities Purchase Agreement with an institutional investor for the purchase of 13,500,000 class A ordinary shares, par value $0.0025 per share of the Company (the “Class A Shares”), at the price of $0.312 per share, by the investor.

The transaction closed on April 29, 2026 when the Company issued 13,500,000 Class A Shares for an aggregate consideration of $4,212,000.

This Report on Form 6-K and the information contained herein shall be deemed to be furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements.

This Report on Form 6-K contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially, including risks relating to the satisfaction of closing conditions, the receipt of regulatory approvals (including approvals by Nasdaq), and the timing and completion of the transaction.

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: April 30, 2026	Baiya International Group Inc.
	By:	/s/ Siyu Yang
		Siyu Yang
		Chief Executive Officer

2

FAQ

What transaction did Baiya International Group Inc. (BIYA) report in this Form 6-K?

Baiya International reported completing a share purchase transaction with an institutional investor. The investor bought 13,500,000 Class A ordinary shares at $0.312 per share, and the Company received aggregate consideration of $4,212,000 when the shares were issued on April 29, 2026.

How much capital did Baiya International Group Inc. (BIYA) raise and at what share price?

The Company raised $4,212,000 in gross proceeds from the institutional investor. This came from selling 13,500,000 Class A ordinary shares at a fixed price of $0.312 per share under a Securities Purchase Agreement dated April 17, 2026.

When did Baiya International Group Inc. (BIYA) close its share issuance transaction?

The transaction closed on April 29, 2026, when Baiya International issued 13,500,000 Class A ordinary shares. At that time, the Company received aggregate consideration of $4,212,000 from the institutional investor in accordance with the Securities Purchase Agreement.

Who purchased the new Baiya International Group Inc. (BIYA) shares reported in the filing?

An institutional investor purchased the newly issued shares from Baiya International. Under the Securities Purchase Agreement, this investor acquired 13,500,000 Class A ordinary shares at $0.312 per share, providing the Company with total consideration of $4,212,000 upon closing.

What type of securities did Baiya International Group Inc. (BIYA) issue in this transaction?

Baiya International issued Class A ordinary shares, each with a par value of $0.0025 per share. The institutional investor bought 13,500,000 of these Class A shares at a purchase price of $0.312 per share, resulting in aggregate consideration of $4,212,000.

Does the Baiya International Group Inc. (BIYA) Form 6-K include forward-looking statements?

Yes, the report contains forward-looking statements language. It notes that results could differ due to risks and uncertainties, including factors like satisfaction of closing conditions, receipt of regulatory approvals such as Nasdaq approvals, and timing and completion aspects associated with transactions.