工务园美股招股说明书(2026-04-01版)

BAIYA INTERNATIONAL GROUP INC. Resale of up to 30,000,000 Ordinary Shares by the Selling Shareholders This prospectus relates to resale from time to time of up to 30,000,000 (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 Shareholders may be issued pursuant to theStandby EquitySubscription Agreements, datedFebruary 26, 2026 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 $35.55 million 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 March31, 2026, the closing price of our Ordinary Shares was $1.43 per share. On December 29, 2025, we effected a reverse stock split of our Ordinary Shares (the “Reverse Stock Split”), at a ratio of 1-for-25. Asa result of the Reverse Stock Split, every 25 Ordinary Shares was automatically combined into one Ordinary Share. The financialstatements and historical financial data included in this registration statement do not give effect to the Reverse Stock Split. All shareamounts and related prices reflected in the accompanying prospectus give effect to the Reverse Stock Split; however such amountsappearing in Item 7 of Part II of the accompanying registration statement does not give effect to the Reverse Stock Split. On January 30, 2026, a separate Registration Statement on Form F-1 became effective, related to a resale of up to 4,000,000 OrdinaryShares. The selling shareholders in the January transaction, Victoria Harbour International and Yatian Investment Limited, are notaffiliated with the current Selling Shareholders. 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 ent