BIYA · Baiya International Group Inc. Ordinary Shares

This unregistered securities offering represents a significant capital event for Baiya International Group Inc., a foreign private issuer with limited public equity history. The issuance of 13.5 million Class A shares — approximately 13.5% of the Company’s total issued shares assuming a typical pre-transaction float for similarly sized registrants (though exact pre-transaction share count is not disclosed) — introduces meaningful dilution. The $4.212 million gross proceeds constitute a substantial cash infusion relative to the Company’s scale, yet the filing omits any description of how the funds will be used — a critical gap for investors assessing strategic intent or financial runway. The transaction was structured as a private placement under Section 4(a)(2) or Regulation S, bypassing registration requirements, and closed just twelve days after agreement execution, suggesting urgency or pre-negotiated terms. Forward-looking statements in the filing cite risks related to Nasdaq regulatory approvals, implying potential listing-related implications; however, no explicit Nasdaq compliance status or delisting risk is confirmed. Absent disclosure of concurrent lock-up agreements, resale restrictions, or placement agent involvement, investors lack visibility into secondary market impact or execution costs. The absence of financial metrics, balance sheet context, or management commentary on capital strategy limits assessment of whether this financing addresses near-term liquidity needs or supports growth initiatives.