Baiya International Group Inc.

Baiya International Group Inc. is an offshore holding company incorporated in the Cayman Islands, conducting all its operations in China through a Variable Interest Entity (VIE), Shenzhen Gongwuyuan Network Technology Co., Ltd. ("Gongwuyuan"), and its subsidiaries, collectively referred to as the "PRC operating entities." The company operates in the flexible employment industry within China, primarily focusing on the core manufacturing regions of the Pearl River Delta and Yangtze River Delta. Its business model centers on providing one-stop crowdsourcing recruitment and SaaS-enabled HR solutions via its cloud-based internet platform, the Gongwuyuan Platform. The company previously offered labor dispatching services but discontinued them in 2023 due to regulatory reforms and negative profit margins.

The company's core business model revolves around generating revenue from three primary services: job matching, entrusted recruitment, and project outsourcing. For job matching services, Baiya acts as an intermediary connecting Employing Companies with HR Service Companies, earning a service fee from the Employing Company based on total labor recruitment. In entrusted recruitment, which is a main revenue driver, Gongwuyuan directly handles recruitment requests from Employing Companies, negotiating with HR Service Companies to organize blue-collar workers while maintaining confidentiality between the Employing Company and HR Service Company. Service fees are received from the Employing Company. For project outsourcing services, Gongwuyuan fulfills outsourced labor assignments for Customers, such as daily express delivery, and then outsources these assignments to HR Service Companies, receiving a service fee based on completed assignments.

The Gongwuyuan Platform, launched in November 2019, is a key strategic asset, expanding offline flexible employment matching services and integrating digital technologies like crowdsourcing, big data, and artificial intelligence. The platform offers features such as "Yun Dan Bao" payment assurance, an intelligent HR management system, electronic contracts, payroll and advance systems, electronic payslips, and direct deposit services. It is available as a mobile application (iOS and Android) and a web-based platform, with enterprise and individual versions. The enterprise version provides SaaS-enabled HR management, business partnerships, and job postings, while the personal version offers job search features for blue-collar workers.

For the fiscal year ended December 31, 2025, Baiya reported total net revenues of $16,477,041 ¹. The cost of revenues was $14,576,205 ², resulting in a gross profit of $1,900,836 ³. Operating expenses totaled $11,476,774 ⁴, leading to an operating loss of $(9,575,938) ⁵. After accounting for other income (expenses) of $114,964 ⁶ and income tax expense of $19,050 ⁷, the net loss before non-controlling interest was $(9,480,024) ⁸. The net loss attributable to common shareholders of Baiya International Group Inc. was $(9,531,919) ⁹. As of December 31, 2025, the company had cash of $688,941 ¹⁰ and total assets of $27,831,548 ¹¹. Total liabilities were $4,763,005 ¹², and total equity was $23,068,543 ¹³. Net cash used in operating activities for the year was $(7,435,411) ¹⁴.

Comparing fiscal year 2025 to 2024, total net revenues increased by $3,667,830 ¹⁵, or 28.63% ¹⁶, from $12,809,211 ¹⁷ in 2024 to $16,477,041 ¹⁸ in 2025. Gross profit increased by $493,565 ¹⁹, or 35.07% ²⁰, from $1,407,271 ²¹ in 2024 to $1,900,836 ²² in 2025. However, the company shifted from a profit from operations of $64,360 ²³ in 2024 to a loss from operations of $(9,575,938) ²⁴ in 2025, representing a decrease of $(9,640,298) ²⁵ or (14,978.71)% ²⁶. Net loss attributable to common shareholders significantly widened from $(8,750) ²⁷ in 2024 to $(9,531,919) ²⁸ in 2025, a change of $(9,523,169) ²⁹ or (108,836.22)% ³⁰.

Revenue from entrusted recruitment service saw a substantial increase of $1,060,751 ³¹, or 2,515.18% ³², growing from $42,174 ³³ in 2024 to $1,102,925 ³⁴ in 2025, driven by new customers. Project outsourcing service revenue increased by $1,204,720 ³⁵, or 9.44% ³⁶, from $12,763,987 ³⁷ in 2024 to $13,968,707 ³⁸ in 2025, primarily due to increased outsourcing from major customers in the logistics and express delivery industry. A new revenue stream, research and development technical services, contributed $1,350,320 ³⁹ to total revenue in 2025, accounting for 8.20% ⁴⁰ of total revenue, though it is considered non-recurring. Other services revenue also increased by $52,039 ⁴¹, or 1,706.20% ⁴², from $3,050 ⁴³ in 2024 to $55,089 ⁴⁴ in 2025.

During fiscal year 2025, Baiya International Group Inc. was officially listed on NASDAQ under the ticker symbol "BIYA" on March 21, 2025, with an initial public offering of 2.5 million Class A Ordinary Shares at $4.00 per share. Following a 1-for-25 reverse split effective December 29, 2025, this equated to 100,000 Class A Ordinary Shares on a post-split basis. The company also announced a strategic merger framework agreement on July 18, 2025, and subsequently entered into a stock purchase agreement on September 19, 2025, to acquire 100% of STARFISH TECHNOLOGY-FZE ("Starfish") and its flagship product, UpTop.Meme, for 2,320,000 newly-issued Class A ordinary shares. This acquisition, not yet completed, signifies a strategic shift towards digital assets and financial technology. Management changes occurred with Mr. Dian Zhang resigning as CFO and Ms. Dan Bin being elected as CFO on June 25, 2025. Mr. Weilai Zhang resigned as director and Chairman, with Ms. Siyu Yang elected as Chairman on July 11, 2025. The company regained compliance with Nasdaq's minimum bid price requirement and minimum stockholders' equity requirement by January 14, 2026, reporting stockholders' equity of $22,488,566 ⁴⁵ as of September 30, 2025.

Baiya International Group Inc. has outlined a long-term objective to expand its business coverage to include information technology services, online platforms linking schools and enterprises, and online training programs for workers. The company has initiated efforts to accumulate strategic resources and conduct market research to enhance its position in blue-collar employment. Specifically, Gongwuyuan intends to expand its products and services to provide and support information technology services, aiming to enhance user experiences for personnel management systems and other HR SaaS services.

A significant growth vector involves serving new participants, particularly schools and enterprises, through online platforms. Gongwuyuan believes that attracting new participants will be a crucial driver for business expansion. As of April 1, 2026, Gongwuyuan has expanded cooperation plans to over 230 vocational and technical colleges, primarily in Sichuan, Guizhou, Yunnan, Shaanxi, and Jiangxi provinces. These cooperative developments are seen as strong opportunities for business growth and are expected to enhance Gongwuyuan's strategic position in blue-collar employment and the flexible employment market. The company plans to attract more new participants and diversify services for platform participants in the future.

Another identified growth area is providing online training programs for workers, particularly in vocational skills for blue-collar workers. Gongwuyuan is currently conducting pilot programs for online vocational skills training on its platform and is exploring cooperation opportunities with vocational and technical schools. Initial market research suggests substantial demand for improving vocational skills, partly due to national education reform and favorable policies for vocational education. This strategic cooperation with vocational colleges to provide targeted vocational skills, combined with continued demand for vocational education, is anticipated to become a new growth point for the business.

Operationally, the company plans to continue investing in and improving its Gongwuyuan Platform to enhance user-friendliness, functionality, and efficiency. This includes developing and expanding products in digitalization and SaaS services for human resources, providing more advanced HR SaaS products, and creating a private domain traffic matrix for enterprise users. Furthermore, the company plans to offer more products in big data analysis for enterprise users to optimize human resources decision-making. The development of information technology services for the Gongwuyuan Platform, including proposed aftermarket services, supply chain, and financial services, aims to build the platform into a comprehensive ecosystem for HR services and products.

The company has identified increasing labor costs in China as a key factor affecting its results of operations, driven by increased household spending, declining labor supply due to an aging population, and declining birth rates. To mitigate these challenges, Baiya plans to improve employee loyalty to reduce recruiting costs, provide more practical training to enhance productivity, and relocate some operational functions to lower-cost areas.

In terms of capital allocation, the company's board of directors approved an increase in authorized share capital on February 9, 2026, from US$180,000 ⁴⁶ to US$12,680,000 ⁴⁷, divided into 5,064,000,000 ⁴⁸ Class A Ordinary Shares of US$0.0025 ⁴⁹ par value each, 100,000,000 ⁵⁰ Class B Ordinary Shares of US$0.0001 ⁵¹ par value each, and 100,000,000 ⁵² Preferred Shares of US$0.0001 ⁵³ par value each. The board was also granted a general mandate for a period of twenty-four (24) months to dispose of any company assets and to arrange and secure financing for purchasing virtual currencies and/or digital assets through various means, including equity financing, debt financing, and issuance of convertible securities. On April 17, 2026, the company entered into a Securities Purchase Agreement with an institutional investor for the purchase of 13,500,000 ⁵⁴ Class A Ordinary Shares at $0.312 ⁵⁵ per share, with closing expected in the second quarter of 2026.

Baiya International Group Inc. faces a multitude of material risks. Operationally, the company's PRC operating entities are in an emerging, dynamic, and competitive flexible employment industry, making future prospects difficult to evaluate and raising uncertainty about the successful implementation of strategies or generation of sustainable profit. The proper functioning of the Gongwuyuan platform and its technology infrastructure is essential, and any errors or disruptions could materially affect service delivery. The company relies on third-party companies for aspects of its business, which could lead to disruption, increased costs, and reputation risks. Customers may object to outsourcing arrangements, potentially leading to compensation claims and adverse effects on business. Seasonal variations in demand for blue-collar workers cause material fluctuations in revenue, making quarterly predictions difficult. The company is dependent on Internet service providers and is vulnerable to failures of the Internet and telecommunications networks in China. The business generates and processes large amounts of data, and improper use or disclosure could harm its reputation and business. The company has identified a material weakness in its internal control over financial reporting, including insufficient accounting expertise, lack of timely related party transaction monitoring, and insufficient awareness regarding contingency recording, which, if not remediated, could impact financial reporting accuracy and investor confidence. The company's significant loan receivables of approximately $17.7 million ⁵⁶ as of December 31, 2025, primarily non-interest-bearing loans to investment holding companies Xinyi International Group Ltd. and Hesheng International Group Ltd. for $8,496,022 ⁵⁷ and $8,500,000 ⁵⁸ respectively, expose it to credit risk and may adversely affect liquidity if not repaid, especially given past collection difficulties with third-party loans.

Geopolitical and regulatory risks are substantial, particularly due to the company's Variable Interest Entity (VIE) structure in China. The PRC government may deem the Contractual Arrangements non-compliant with applicable PRC laws, or changes in laws could force the company to relinquish its interests, potentially rendering shares worthless. Uncertainties exist regarding the interpretation and implementation of the newly enacted Foreign Investment Law, which could impact the viability of the corporate structure. The Chinese government has significant oversight and discretion over business conduct and may intervene at any time, potentially affecting operations, the ability to offer securities, and the value of Class A Ordinary Shares. Recent regulatory developments in China, including cybersecurity reviews and data privacy regulations (PIPL, Data Security Law, Cybersecurity Review Measures), could increase compliance costs and operational procedures, with potential fines of up to RMB10 million ⁵⁹ for companies and RMB1 million ⁶⁰ for individuals for serious violations of the Cybersecurity Law amendments. The approval of the China Securities Regulatory Commission (CSRC) or other PRC regulatory agencies may be required for offshore offerings, and failure to comply could result in sanctions. PRC foreign exchange controls and foreign debt rules may restrict capital movement, affecting liquidity and operations. Fluctuations in exchange rates, particularly between Renminbi and the U.S. dollar, could materially affect results of operations and investment value. The enforcement of PRC Labor Contract Law and other labor-related regulations may increase labor costs and lead to penalties for non-compliance. Failure to obtain or renew requisite licenses and permits, or to comply with tax laws, could result in penalties and higher tax liabilities. The company is also subject to uncertainties regarding online platform business operation laws, including anti-monopoly guidelines.

Management's message to shareholders emphasizes a strategic shift towards enhancing the Gongwuyuan Platform and expanding its service offerings within the flexible employment market in China. The company is committed to integrating digital technologies, including crowdsourcing, big data, and artificial intelligence, to improve job matching and HR-related services. A key strategic priority is the expansion into new growth areas such as information technology services, online platforms connecting schools and enterprises, and online training programs for blue-collar workers, with cooperation plans already established with over 230 vocational and technical colleges. Management also highlights the importance of mitigating increasing labor costs through improved employee loyalty, productivity training, and operational relocation. The company's listing on NASDAQ and the ongoing acquisition of STARFISH TECHNOLOGY-FZE, including its UpTop.Meme platform, signal a strategic pivot towards Web3 and digital assets, which management views as a significant future direction. Management has also taken steps to address internal control weaknesses and regain compliance with Nasdaq listing requirements, demonstrating a focus on corporate governance and financial stability.