BIYA · Baiya International Group Inc. Ordinary Shares

This 6-K discloses a material unregistered securities offering under Section 4(2) of the Securities Act — a Tier 1 event classified as Item 3.02. The agreement authorizes Baiya International Group Inc. to sell up to 13.5 million Class A ordinary shares at $0.312 per share, implying gross proceeds of approximately $4.212 million if fully subscribed. With only 2.52 million shares outstanding as of April 17, 2026, this transaction represents a potential 535% increase in issued share count, carrying significant dilutive impact for existing shareholders. Critically, the filing confirms no preemptive rights, no anti-dilution protections, and no registration rights granted to the purchaser — meaning new shares will be freely tradable upon resale under Rule 144 (if applicable) without lock-up or market stabilization mechanisms. The absence of disclosure regarding use of proceeds, investor identity beyond 'the Purchaser', or financial condition triggers raises information asymmetry concerns. As a foreign private issuer filing on Form 6-K, Baiya is not subject to the same disclosure thresholds as U.S. domestic issuers, but this magnitude of unregistered equity issuance warrants close scrutiny of capital structure integrity and governance safeguards.