F-1/A: Baiya International Amends F-1, Details Reverse Split & Resale

Baiya International Group Inc. filed an F-1/A amendment detailing a 1-for-25 reverse stock split to meet Nasdaq listing requirements and registering 4 million Class A Ordinary Shares for resale by existing shareholders.

Summary

• The filing is an Amendment No. 1 to Form F-1, primarily to reflect a 1-for-25 reverse stock split that became effective on December 29, 2025.
• The reverse stock split was implemented with the objective of meeting the minimum $1.00 per Ordinary Share bid requirement for maintaining the listing on The Nasdaq Capital Market.
• Up to 4,000,000 Class A Ordinary Shares are being registered for resale by two selling shareholders, Victoria Harbour International Capital Management Limited and Yatian Investment Limited.
• Baiya International Group Inc. will not receive any proceeds from the sale of shares by the selling shareholders in this offering.
• The company may receive up to $20,370,000 in aggregate gross proceeds from sales of its Ordinary Shares to the selling shareholders under Standby Equity Subscription Agreements, at its discretion over a 36-month period.
• Baiya operates as an offshore holding company (Cayman Islands) with all operations in China conducted through a Variable Interest Entity (VIE), Shenzhen Gongwuyuan Network Technology Co., Ltd. (Gongwuyuan), and its subsidiaries.
• The company's business focuses on job matching, entrusted recruitment, project outsourcing, and is strategically reducing labor dispatching services due to historical negative gross profit.
• The Gongwuyuan Platform, launched in November 2019, provides cloud-based crowdsourcing recruitment and SaaS-enabled HR solutions, covering over 5 provinces and 30 cities in China.
• The company has completed its CSRC filing procedures for its initial public offering on June 27, 2024, which was posted on June 28, 2024.
• As of January 27, 2026, the closing price of the company's Ordinary Shares was $3.99 per share.
• The company's current independent auditors, Onestop Assurance PAC (Singapore), have been inspected by the PCAOB, and the company will not engage auditors headquartered in mainland China or Hong Kong not subject to PCAOB inspections.

Sentiment

Score: 3

Explanation: The filing presents a mixed outlook. While it highlights strategic growth initiatives and platform innovation, the necessity of a reverse stock split to maintain Nasdaq listing, the significant dilution potential from the resale offering (from which the company receives no direct proceeds), and the extensive, inherent risks associated with the VIE structure and the evolving PRC regulatory environment weigh heavily on the sentiment. The company's historical accumulated retained earnings are negative, and several legal and compliance issues are noted, albeit some are resolved or in enforcement. The overall sentiment is cautious due to high operational and regulatory uncertainties.

Positives

• The company has a clear strategy to expand its business coverage to include information technology services, online platforms linking schools and enterprises, and online training programs for workers.
• Gongwuyuan has established cooperation plans with over 230 vocational and technical colleges, presenting strong opportunities for business growth and strategic positioning in blue-collar employment.
• The company possesses significant intellectual property, including 1 registered layout-design of Integrated Circuit, 1 registered patent, 7 registered trademarks, and 30 registered software copyrights in the PRC.
• The Gongwuyuan Platform offers innovative features such as Yun Dan Bao payment assurance, intelligent HR management, electronic contracts, payroll, and advance systems, enhancing user experience and efficiency.
• The company has successfully settled several legal proceedings, including a civil mediation settlement agreement for RMB 750,000 and a labor dispute for RMB 113,138, indicating effective dispute resolution.

Negatives

• The 1-for-25 reverse stock split was necessary to meet Nasdaq's minimum $1.00 bid price requirement, indicating prior share price weakness.
• The company will not receive any proceeds from the current resale offering of 4,000,000 Ordinary Shares by selling shareholders.
• The potential sale of 4,000,000 shares by selling shareholders, representing approximately 337.32% of current outstanding shares, could cause substantial dilution to existing shareholders and depress the stock price.
• The company has a limited operating history in the flexible employment industry, making future prospects difficult to evaluate and growth rates uncertain.
• The company has historically experienced negative gross profit from labor dispatching services, leading to a strategic reduction in this service.
• The company has accumulated retained earnings of -$6,214,056 (actual as of June 30, 2025), indicating historical losses.
• Some of the PRC operating companies failed to complete tax registration and tax declaration on time, potentially leading to fines and penalties.

Risks

• The VIE structure involves unique risks, including potential non-compliance with PRC laws, disallowance by government authorities, and difficulties in enforcing contractual arrangements, which could cause shares to decline significantly or become worthless.
• The Chinese government may intervene or influence operations at any time, potentially limiting the ability to offer securities or impacting the value of Ordinary Shares.
• Uncertainties exist regarding the interpretation and application of PRC laws and regulations, including those related to foreign investment, cybersecurity, data security, and anti-monopoly, which could adversely affect business operations.
• The company is exposed to potential legal liability from employers and individual workers arising from recruitment and employment disputes, for which it does not maintain insurance coverage.
• Reliance on cooperation with third-party companies for business aspects (e.g., HR companies, technical support) exposes the company to risks of disruption, increased costs, and reputational damage.
• Seasonal variations in demand for blue-collar workers and HR services cause material fluctuations in revenue streams, making quarterly results difficult to predict.
• The company's IT systems and infrastructure are vulnerable to errors, disruptions, computer viruses, and hacking, which could affect platform performance, data security, and reputation.
• Intense competition in the flexible employment industry, coupled with low entry barriers for new competitors, could lead to loss of market share and reduced margins.
• Failure to protect or promote brand names and reputation, or negative publicity, could materially and adversely affect the business.
• The company relies on dividends from its PRC subsidiary, and limitations on the subsidiary's ability to make payments due to PRC tax or capital control regulations could affect liquidity.
• Fluctuations in exchange rates between Renminbi and the U.S. dollar could adversely affect results of operations and investment value.
• Non-compliance with PRC labor laws and regulations, including social insurance and housing fund contributions, could lead to fines and legal sanctions.
• Failure to obtain or renew requisite licenses, permits, or approvals from PRC government authorities could materially affect business operations and financial conditions.
• If classified as a PRC resident enterprise for tax purposes, the company and its non-PRC shareholders could face unfavorable tax consequences.
• It may be difficult to effect service of process upon directors or officers residing in mainland China or enforce non-mainland China court judgments against the company or them.
• The company's foreign private issuer status may be lost in the future, leading to significant additional costs and more stringent regulatory requirements.
• The company is subject to the Holding Foreign Companies Accountable Act (HFCAA) risks, where inability of the PCAOB to inspect auditors for two consecutive years could lead to delisting from U.S. exchanges.

Future Outlook

The company's long-term objective is to expand its business coverage to include information technology services, online platforms linking schools and enterprises, and online training programs for workers. It plans to continue integrating digital technologies like crowdsourcing, big data, and artificial intelligence into its Gongwuyuan Platform to enhance HR management and recruitment services. The company anticipates that strategic cooperation with vocational colleges and continued demand for vocational education will become a new growth point for its business.

Management Comments

• We are strategically reducing labor dispatching services, considering the negative gross profit historically.
• We believe that the further development and adoption of our Gongwuyuan Platform will strengthen our business growth in our primary service areas.
• We believe that we currently have the capacity to dispatch sufficient labor workers through HR services companies to meet the evolving market demand for blue-collar workers.
• We believe our resources will allow us to achieve our service standard guarantee 3-7-15 through our platform, which assures Customers and Employing Companies that we are able to fulfill their employment needs within 3 days if the selected workers are in the same city as the Customer and Employing Company, 7 days if within the same province, and 15 days if across provinces.
• Gongwuyuan is the first recruitment crowdsourcing platform to provide a payment assurance feature to Employing Companies and workers.
• We will continue to monitor for updates of applicable PRC anti-monopoly laws and regulations.

Industry Context

Baiya International operates in China's rapidly evolving flexible employment industry, characterized by increasing adoption of online platforms for recruitment and HR management. The industry faces significant competition from both traditional recruitment firms (e.g., ManpowerGroup, Career International) and platform-based providers (e.g., Dianmi Network Technology, Joyowo). The market has relatively low entry barriers, leading to intense competition. The company's focus on blue-collar workers and integration of SaaS-enabled HR solutions aligns with broader digitalization trends in human resources. However, the industry is heavily influenced by evolving and uncertain PRC regulatory frameworks, particularly concerning foreign investment, data security, and anti-monopoly measures, which pose unique challenges for China-based companies.

Comparison to Industry Standards

• The company competes with traditional recruitment companies such as Career International, ManpowerGroup, and Renrui Human Resources, which often have longer operating histories and greater financial resources.
• It also competes with platform-based human resource service providers like Dianmi Network Technology and Joyowo, which are also focused on the flexible employment market in China.
• The company highlights its '3-7-15' service standard (fulfillment within 3 days in-city, 7 days in-province, 15 days cross-province) as a competitive advantage in efficiency.
• Gongwuyuan claims to be the first recruitment crowdsourcing platform to provide a payment assurance feature (Yun Dan Bao) to employers and workers, potentially setting a new standard for trust in the industry.
• The company's business model, relying on a VIE structure for operations in China, is a common practice for foreign-listed Chinese companies in restricted industries, but it introduces unique governance and regulatory risks not typically faced by companies with direct equity ownership in their operating entities in more developed markets.

Management Changes

Corporate Governance

Legal Proceedings

• Gongwuyuan was awarded RMB 300,000 principal, legal interests, and RMB 16,991 arbitration fee in a loan dispute against Guangdong Jingcheng Education Technology Co., Ltd and Wu Dengtao by the Guangzhou Arbitration Commission Dongguan Branch on April 15, 2022. Enforcement is ongoing.
• A civil mediation settlement agreement for RMB 750,000 owed by Dongguan Gongwuyuan Yifang Talent Service Co., Ltd. and Gongwuyuan to Dongguan Huidian Xinxi Jishu Co., Ltd was judicially confirmed on September 27, 2023. The debt was assigned to Deng Yongjin, and the remaining RMB 409,451 was paid by court execution on November 6, 2024, with no outstanding debt.
• A civil mediation settlement agreement for RMB 350,000 owed by Zhongshan Jushangyue to Dongguan Huidian Xinxi Jishu Co., Ltd was judicially confirmed on September 28, 2023. The debt was assigned to Deng Yongjin, and RMB 252,187 has been paid, with the remaining payment currently in the execution stage.
• Dongguan Gongwuyuan Yifang Talent Service Co., Ltd. filed a lawsuit for a contract dispute, resulting in a Civil Judgment ordering defendants to pay RMB 569,166.67 principal, interest, penalties, and RMB 10,000 attorneys fees. Enforcement proceedings were terminated and entered a long-term supervision phase, with the plaintiff retaining the right to resume enforcement upon discovery of new executable assets.
• A labor dispute case (Huang Kuncheng v. Zhongshan Jushangyue Freight Forwarding Service Co., Ltd.) resulted in a Civil Judgment on July 8, 2025, ordering payment of RMB 17,880 (economic compensation), RMB 92,858 (double-wage penalty), and RMB 2,400 (high-temperature subsidies). The claim was settled in full for RMB 113,138 in September 2025.

Related Party Transactions

• As of December 31, 2024, the company had $40,549 due from related parties, primarily Mr. Daoning Xia (founder of the VIE) and his affiliated entities, and Ms. Guoping Xia (sister of Mr. Xia) and her affiliated entities.
• A debt settlement agreement on November 21, 2024, offset $1,812,949 of related party debt, with the remaining $525,737 assumed by Ms. Xia.
• As of December 31, 2024, the company had $170,855 due to related parties, representing funds provided by companies controlled by Mr. Zhang, Mr. Xia, and Mr. Xiaojun Wang for working capital and expense reimbursements.
• The company provided entrusted recruitment services to a related party company controlled by Mr. Xia, generating $0 in revenue in 2024, $181,408 in 2023, and $135,029 in 2022.
• The company entered into operating lease agreements with companies controlled by Mr. Xia, incurring rental expenses of $0 in 2024, $143,832 in 2023, and $158,063 in 2022.
• From July 1, 2024, to December 31, 2025, the company is utilizing rent-free office space provided by Dongguan Massachusetts Industrial Park Investment Co., Ltd., an entity controlled by Ms. Xia.
• Bank loans totaling $28,639 as of June 30, 2025, and $117,345 as of December 31, 2024, were guaranteed by related parties Peng Yao (legal representative of Yifang) and Xingbo Wang (legal representative of Gongwuyuan).

Stakeholder Impact

• Shareholders face significant potential dilution from the resale of up to 4,000,000 Class A Ordinary Shares by selling shareholders, which represents approximately 337.32% of current outstanding shares.
• Existing shareholders may experience a decline in share price due to the reverse stock split, the potential for future sales by selling shareholders, and the inherent risks of the VIE structure and PRC regulatory environment.
• Investors are exposed to high risks due to the company's reliance on a VIE structure for its China operations, which may not be as effective as direct ownership in providing control and is subject to PRC government intervention and legal uncertainties.
• Employees of the PRC operating entities are subject to evolving PRC labor laws and regulations, and past non-compliance with social insurance and housing fund contributions could lead to penalties, though management considers the likelihood of full payment low.
• Customers and Employing Companies benefit from the company's '3-7-15' service standard for efficient labor fulfillment and the Yun Dan Bao payment assurance feature, promoting trust in the flexible employment market.
• Suppliers and creditors may face risks related to the company's financial stability, particularly given the historical accumulated retained earnings deficit and the uncertainties surrounding cash flow from the VIE structure.

Next Steps

• The company will continue to monitor for updates of applicable PRC anti-monopoly laws and regulations.
• The company intends to obtain required materials and file with relevant tax authorities when it plans to declare and pay dividends.
• The company plans to continue investing in and improving its Gongwuyuan Platform to further increase user friendliness, functionality and efficiency.
• The company intends to develop and expand its products in digitalization and SaaS services for human resources, including advanced HR SaaS products and big data analysis.
• The company will continue development of its information technology services for its Gongwuyuan Platform, including proposed aftermarket services, supply chain and financial services, to build a comprehensive HR services ecosystem.

Key Dates

Recommendation

The filing reveals a company in a high-risk, high-growth potential sector. The reverse stock split to maintain Nasdaq listing is a negative signal, indicating past share price underperformance. While the company has an innovative platform and strategic growth plans in the flexible employment market in China, these are significantly overshadowed by the inherent risks of its Variable Interest Entity (VIE) structure and the unpredictable nature of PRC government regulation. The potential for substantial dilution from the resale offering, from which the company receives no direct proceeds, further adds to investor uncertainty. However, the potential for future capital raises through the standby equity subscription agreements and the company's efforts to comply with regulatory requirements offer some stability. Given the significant downside risks, particularly regulatory and structural, but also the ongoing business development, a 'hold' recommendation is appropriate for investors who are already exposed, with a strong emphasis on closely monitoring regulatory developments in China and the company's ability to navigate its complex operational structure. New investors should approach with extreme caution due to the high-risk profile.

Keywords

Baiya International Group Inc., BIYA, SEC filing, F-1/A, reverse stock split, resale offering, VIE structure, China, flexible employment, HR technology, Gongwuyuan Platform, Nasdaq listing, dilution, CSRC, PCAOB, cybersecurity, data security, capital raise, related party transactions