Baiya International Group Inc. Ordinary Shares

Baiya International Group Inc., a Cayman Islands holding company, operates through a variable interest entity (VIE) structure in China, providing crowdsourcing recruitment and SaaS-enabled HR solutions via the Gongwuyuan Platform for flexible employment matching of blue-collar workers. Services include job matching, entrusted recruitment, project outsourcing, and labor dispatching across 5 provinces and 30 cities, launched in 2017 with the platform in 2019. This F-1 registration enables resale by Selling Shareholders Peakrise Investment Management Limited and Stratosphere Capital Management Inc. of up to 30,000,000 Ordinary Shares issuable under Subscription Agreements dated February 26, 2026, at a price of the lesser of 70% of the 3-day average closing price or $1.185 per share, for maximum proceeds of $35.55 million to the Company. Pre-offering, 1,605,251 Ordinary Shares are outstanding, rising to 31,605,251 post-full issuance. The Company receives no proceeds from resales but uses subscription funds for general corporate purposes. As an emerging growth company and foreign private issuer listed on Nasdaq (BIYA), it benefits from reduced reporting. Key risks include PRC regulatory uncertainties, VIE enforceability, CSRC filings completed June 27, 2024, PCAOB-compliant auditors, and no dividends anticipated. Investment thesis centers on flexible employment growth in China, platform expansion, and capital access amid regulatory challenges.

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