柏雅国际美股招股说明书(2025-03-24版)

1,500,000 Ordinary Shares This prospectus relates to the resale of 1,500,000 shares of our Ordinary Shares by the Selling Shareholders named in this prospectus. The Ordinary Shares offered by the Selling Shareholders may be sold by the Selling Shareholders from time-to-timein the openmarket, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale orat negotiated prices. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholders. CathaySecurities, Inc. and Revere Securities LLC do not participate in the resale and will not receive any compensation. We are an “emerging growth company” under applicable U.S.federal securities laws and are eligible for reduced public companyreporting requirements. Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market LLC, or Nasdaq, under the symbol “BIYA.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should readthis entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. Beforemaking any decision to invest in our Ordinary Shares, you should carefully consider the information disclosed under “RiskFactors” beginning on page25 of this prospectus. We are not a Chinese operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding companywith no material operations of our own, we conduct all of our operations in China through a variable interest entity, or “VIE”,Shenzhen Gongwuyuan Network Technology Co., Ltd. (“Gongwuyuan”), and its subsidiaries, or collectively, the “PRC operatingentities.” We entered into a series of agreements date December 29, 2021 (the “Contractual Arrangements”) with the VIE and certainshareholders of Gongwuyuan, and this structure involves unique risks to investors. Neither we nor our subsidiaries own any equityinterests in the PRC operating entities under the VIE structure. Unless specifically described otherwise, as used in this prospectus and in the context of describing our consolidated financialinformation, the terms “we,” “us,” “our company,” “our”, and “Group” refer to Baiya International Group Inc., a Cayman Islandsholding company, its subsidiaries, the VIE and its subsidiaries in China, as the context requires. This is an offering of the Ordinary Shares of the offshore holding company, Baiya, instead of shares of the VIE or any of the PRCoperating entities; therefore, our investors may never directly hold equity interests in the PRC operating entities. You are not investingin the PRC operating entities. Neither we nor our subsidiaries own any share or equity interest in the PRC operating entities. Instead,we consolidate the financial results of the VIE as a primary beneficiary through the Contractual Arrangements between our whollyowned subsidiary entity, Shenzhen Pengze Future Technology Co., Ltd. (“Pengze WFOE”), Gongwuyuan, the VIE, and certainshareholders of Gongwuyuan. We are utilizing the VIE structure because some of the VIE’s businesses may be prohibited or restrictedfrom direct foreign investment under Chinese law. As a result of Baiya’s indirect ownership in Pengze WFOE and the ContractualArrangements, we treat the VIE and the VIE’s subsidiaries as our consolidated entities under U.S. GAAP, but we do not own equityinterests in the VIE or its subsidiaries. We have consolidated the financial results of the VIE and the VIE’s subsidiaries in ourconsolidated financial statements in accordance with U.S. GAAP. See “Corporate History and Structure — Contractual Arrangementsamong Pengze WFOE, Gongwuyuan, and the Shareholders of the VIE” starting on page 94 for more information. As we chose such VIE structure, we are subject to certain unique risks and uncertainties that may not otherwise exist if we had directequity ownership in the PRC operating entities. Because we do not directly hold equity interests in the VIE and its subsidiaries, ourContractual Arrangements may not be effective in providing control over Gongwuyuan. Further, we are subject to risks due touncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitations on foreignownership and regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity andenforcement of the Contractual Arrangements. We are also subject to the risks of uncertainty about any future actions of the PRCgovernment in this regard that could disallow the VIE structure, which would likely result in a material change in our operationsand/or cause the value of our Ordinary Shares to decrease significantly or become worthless. As of the date of this prospectus, theagreements under the Contractual Arr