Business Context and Reporting Period
This Form 6-K filing by Baiya International Group Inc. (the "Company") is dated October 23, 2025. The report announces the scheduling of a 2025 Extraordinary General Meeting of Shareholders to be held on November 28, 2025. The record date for shareholders entitled to vote is October 22, 2025.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance notice and does not contain financial performance data.
Material Changes
The filing proposes significant changes to the Company's capital structure and governing documents:
- Share Consolidation: A proposal to consolidate all authorized, issued, and unissued Class A Ordinary Shares at a 25:1 ratio. Every 25 existing shares (par value US$0.0001) will be consolidated into one share (par value US$0.0025).
- Fractional Shares: Fractional entitlements resulting from the consolidation will not be issued; instead, they will be rounded up to the next whole number.
- Authorized Capital: Post-consolidation, the authorized share capital will be US$180,000, divided into 64,000,000 Class A Ordinary Shares, 100,000,000 Class B Ordinary Shares, and 100,000,000 Preferred Shares.
- Governing Documents: Adoption of the Fifth Amended and Restated Memorandum and Articles of Association to reflect the revised capital structure.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future outlook, or specific risk factors. The primary contingency noted is that the Share Consolidation is effective only upon approval by the NASDAQ Stock Market and shareholder vote.
Investor Verification Checklist
- Verify the outcome of the shareholder vote scheduled for November 28, 2025.
- Confirm NASDAQ Stock Market approval for the 25:1 share consolidation.
- Review the attached Fifth Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific rights attached to the new share classes.
- Monitor the effective date of the share consolidation to understand the impact on share count and par value.