Business Context and Reporting Period
This Form 6-K filing by Baiya International Group Inc. covers the month of June 2026, specifically reporting on a material agreement entered into on June 8, 2026. The Company is a foreign private issuer based in Shenzhen, China.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial figure disclosed is the aggregate consideration of $2,000,000 for the sale of a subsidiary.
Material Changes
The Company entered into a Share Purchase Agreement (SPA) to sell 100% of the equity interest in its wholly-owned subsidiary, Juxing Investment Group (Hong Kong) Limited ("Juxing"), to Shengshi International Group Inc. for $2,000,000. Juxing holds 100% equity in Shenzhen Pengze Future Technology Co., Ltd., which controls Shenzhen Gongwuyuan Network Technology Co., Ltd. ("Gongwuyuan") through variable interest entity (VIE) agreements. Upon closing, the Purchaser will indirectly control the VIEs.
Guidance, Outlook, and Risks
- Closing Timeline: The Company expects the transaction to close within one month of the signing date (June 8, 2026), though no assurances are given regarding the closing or timeframe.
- Authorization: The Board of Directors approved the disposition on June 8, 2026, acting under a general mandate granted by shareholders on February 9, 2026.
- Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially due to risks and uncertainties. The transaction is subject to customary closing conditions.
Investor Verification Checklist
- Verify the final closing date and confirmation of the $2,000,000 consideration receipt.
- Review the full Share Purchase Agreement (Exhibit 10.1) for specific closing conditions and representations.
- Confirm the impact of the divestiture on the Company's consolidated financial statements and remaining operations.
- Assess the strategic rationale for selling the VIE structure controlling Gongwuyuan.