Business Context and Reporting Period
This Form 6-K filing by Baiya International Group Inc. covers the month of December 2025. The report details the outcomes of the 2025 Extraordinary General Meeting of Shareholders held on November 28, 2025, focusing on corporate governance and capital structure adjustments.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a corporate action disclosure rather than a financial performance statement.
Material Changes
Shareholders approved a 25:1 reverse stock consolidation for Class A Ordinary Shares. Key changes include:
- Share Consolidation: Every 25 existing Class A shares (par value $0.0001) will consolidate into one new Class A share (par value $0.0025).
- Fractional Shares: Fractional entitlements will not be issued; instead, they will be rounded up to the next whole number.
- Authorized Capital: Post-consolidation, authorized capital is set at $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: The Company adopted a Fifth Amended and Restated Memorandum and Articles of Association to reflect these changes.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on future performance, or specific risk factors. The primary contingency noted is that the share consolidation is effective upon approval by the NASDAQ Stock Market.
Investor Verification Checklist
- Confirm the effective date of the 25:1 share consolidation with NASDAQ.
- Verify the exact number of shares held post-consolidation, noting the rounding up of fractional shares.
- Review the attached Fifth Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for updated shareholder rights.
- Check for any subsequent filings regarding the finalization of the capital structure.