工务园美股招股说明书(2026-02-03版)

BAIYA INTERNATIONAL GROUP INC. 4,000,000 Ordinary Shares$0.0025 per share This prospectus relates to resale from time to time of up to 4,000,000 (the “Shares”) of our class A ordinary shares par value $0.0025per share (“Ordinary Shares”) by the selling shareholders named herein, together with any additional selling shareholders listed in aprospectus supplement (together with any of such shareholders’ transferees, pledgees, donees or successors). See “Selling Shareholders” for additional information regarding the Selling Shareholders. The Shares offered by the Selling Stockholder may be issued pursuant to theStandby EquitySubscription Agreements, datedNovember 5, 2025 that we entered into with Selling Shareholders (the “Subscription Agreements”). We are not selling any securitiesunder this prospectus and will not receive any of the proceeds from the sale of our Ordinary Shares by the Selling Stockholders.However, we may receive up to $20,370,000 in aggregate gross proceeds from sales of our Ordinary Shares to the SellingShareholders that we may make under the Subscription Agreement, from time to time after the date of this prospectus (the “AdvanceShares”). The shares that may be offered pursuant to this prospectus would be purchased by the Selling Shareholders, pursuant to theSubscription Agreements, at the Subscription Price (as defined in the Subscription Agreements) commencing on the date that we directthe Selling Shareholders to purchase amounts of our Ordinary Shares under the Subscription Agreements that we specify in a writtennotice (an “Advance Notice”), subject to certain limitations. See the sections titled “The Transaction” for a description of the transaction contemplated by the Subscription Agreements and“Selling Shareholders” for additional information regarding the Sellin Shareholders. The Selling Shareholders may sell the Sharesincluded in this prospectus in a number of different ways and at varying prices. We provide more information about how the SellingShareholders may sell the shares in the section entitled “Plan of Distribution.” The Selling Shareholders are each an “underwriter”within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”). The Selling Shareholders will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale ofthe shares by the Selling Shareholders pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissionsand similar expenses) incurred in registering under theSecurities Actthe offer and sale of the shares included in this prospectus by theSelling Shareholders. See “Plan of Distribution.” Our Ordinary Shares have been traded on the Nasdaq Capital Market under the symbol “BIYA” since our initial public offering onMarch 21, 2025. On February 2, 2026, the last reported sale price of our Ordinary Shares on the NASDAQ Stock Market was$4.02per share. 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 December29, 2021 (the “Contractual Arrangements”) with the VIE and certainshareholders of Gongwuyuan, and this structure involves unique risks to shareholders. Neither we nor our subsidiaries own any equityinterests in the PRC operating entities under the VIE structure. Baiya is an offshore holding company and our shareholders may never directly hold equity interests in the PRC operating entities.Neither we nor our subsidiaries own any share or equity interest in the PRC operating entities. Instead, we consolidate the financialresults of the VIE as a primary beneficiary through the Contractual Arrangements between our wholly owned subsidiary entity,Shenzhen Pengze Future Technology Co., Ltd. (“Pengze WFOE”), Gongwuyuan, the VIE, and certain shareholders of Gongwuyuan.We are utilizing the VIE structure because some of the VIE’s businesses may be prohibited or restricted from direct foreign investmentunder Chinese law. As a result of Baiya’s indirect ownership in Pengze WFOE and the Contractual Arrangements, we treat the VIE andthe VIE’s subsidiaries as our consolidated entities under U.S.GAAP, but we do not own equity interests in the VIE or its subsidiaries.We have consolidated the financial results of the VIE and the VIE’s subsidiaries in our consolidated financial statements in accordancewith U.S.GAAP. 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 Arran