F-1: Baiya International Files F-1 for $35.55M Resale Offering

Baiya International Group Inc. has filed an F-1 registration statement for the resale of up to 30,000,000 ordinary shares by selling shareholders, with the company potentially receiving up to $35.55 million from these sales.

Summary

• Baiya International Group Inc. is an offshore holding company incorporated in the Cayman Islands, conducting all operations in China through a Variable Interest Entity (VIE), Shenzhen Gongwuyuan Network Technology Co., Ltd. (Gongwuyuan), and its subsidiaries.
• The F-1 registration statement covers the resale of up to 30,000,000 Class A ordinary shares by two selling shareholders, Peakrise Investment Management Limited and Stratosphere Capital Management Inc.
• The company is not directly selling any securities under this prospectus and will not receive proceeds from the selling shareholders' resales to the public.
• However, the company may receive up to $35.55 million in aggregate gross proceeds from sales of its ordinary shares to the selling shareholders under Standby Equity Subscription Agreements, dated February 26, 2026, over an approximately 36-month period.
• The shares will be purchased by selling shareholders at a subscription price equal to the lesser of (i) 70% of the average closing price during a three-day trading period or (ii) $1.185 per share.
• The company's ordinary shares have been traded on the Nasdaq Capital Market under the symbol BIYA since its initial public offering on March 21, 2025.
• On December 29, 2025, the company effected a 1-for-25 reverse stock split of its ordinary shares.
• Gongwuyuan provides job matching, entrusted recruitment, project outsourcing, and labor dispatching services in China's flexible employment market, primarily in the Pearl River Delta and Yangtze River Delta regions.
• The Gongwuyuan Platform, launched in November 2019, offers features like Yun Dan Bao payment assurance, intelligent HR management, electronic contracts, payroll, and advance systems.
• The company has completed CSRC filing procedures for its initial public offering on June 27, 2024, with completion posted on June 28, 2024.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a neutral-to-slightly negative sentiment. While the potential for capital infusion is positive for the company's liquidity and growth initiatives, the significant dilution to existing shareholders and the extensive, inherent risks associated with the VIE structure and PRC regulatory environment temper enthusiasm.

Positives

• The company has the potential to receive up to $35.55 million in gross proceeds from sales of ordinary shares to the selling shareholders, which can be used for general corporate purposes.
• Gongwuyuan has established cooperation plans with over 230 vocational and technical colleges, indicating a strong pipeline for blue-collar employment resources.
• The company boasts 8,182 registered company clients on its Gongwuyuan Platform and operates over 25 subsidiaries/branches across China, demonstrating significant operational reach.
• Gongwuyuan has developed an innovative platform with features like Yun Dan Bao payment assurance, intelligent HR management, electronic contracts, and payroll services, enhancing efficiency and trust in the flexible employment market.
• The company holds 28 software copyright registrations and 7 trademark registrations in the PRC, indicating a commitment to intellectual property protection and brand building.
• The company's service standard guarantee of 3-7-15 days for fulfilling employment needs (3 days in-city, 7 days in-province, 15 days cross-province) provides a competitive advantage.

Negatives

• The resale of up to 30,000,000 ordinary shares by selling shareholders will cause significant dilution to existing shareholders, representing approximately 1868.867% of outstanding shares prior to the offering.
• The company operates through a Variable Interest Entity (VIE) structure in China, which involves unique and substantial risks due to uncertainties in PRC laws and regulations regarding foreign ownership and enforceability of contractual arrangements.
• There is no assurance that the company will be able to maintain its historical growth rates in the rapidly evolving and competitive flexible employment industry.
• The company has a limited operating history in the flexible employment industry, making future prospects difficult to predict.
• The company is subject to potential legal liability from employers and workers arising from recruitment and employment disputes, with no insurance coverage for such claims.
• Seasonal variations in demand for blue-collar workers and HR services lead to material fluctuations in revenue streams, making quarterly results difficult to predict.
• The company's reliance on third-party companies for aspects of its business operations exposes it to risks of disruption, increased costs, and reputational damage.
• Some of Gongwuyuan's lessors failed to provide relevant building ownership certificates, creating a risk of lease invalidity and potential relocation.
• Some subsidiaries of Gongwuyuan failed to complete tax registration and declaration on time, potentially leading to fines and penalties.

Risks

• The Chinese government may intervene or influence operations at any time, potentially causing a material change in operations and significantly impacting the value of securities, including causing them to decline or become worthless.
• Uncertainties exist regarding the interpretation and application of PRC laws and regulations, including those related to the VIE structure, foreign ownership, data security, and overseas listings, which could lead to severe penalties or forced relinquishment of interests.
• The Contractual Arrangements with the VIE and its shareholders may not be as effective as direct ownership in providing control, and any breach could materially and adversely affect the business.
• The company may lose the ability to use and enjoy assets held by Gongwuyuan if the VIE or its subsidiaries declare bankruptcy or become subject to dissolution/liquidation proceedings.
• Exercising the option to acquire equity ownership in Gongwuyuan may be subject to limitations and substantial costs, including regulatory approvals and tax adjustments.
• The newly enacted Foreign Investment Law and Negative List (2024) create uncertainties regarding the viability of the current corporate structure and may require additional approvals for overseas listings.
• Contractual Arrangements may be scrutinized by PRC tax authorities, potentially leading to additional taxes and penalties through transfer pricing adjustments.
• Shareholders of the VIE may have actual or potential conflicts of interest with the company, which could materially and adversely affect the business and financial condition.
• Custodians or authorized users of controlling non-tangible assets (e.g., chops and seals) of the VIE may fail to fulfill responsibilities, misappropriate, or misuse these assets, disrupting business operations.
• The company's Ordinary Shares may be prohibited from trading on a U.S. exchange under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB is unable to inspect its auditors for two consecutive years.
• The company may be adversely affected by the complexity, uncertainties, and changes in PRC regulation related to internet-related businesses, including evolving licensing practices and real-name registration requirements.
• Regulation and censorship of information disseminated over the internet in China may adversely affect the business and reputation and subject the VIE to liability for website content.
• The PRC operating entities may be liable for improper collection, use, or appropriation of personal information provided by customers and users, leading to fines, business suspension, or reputational damage.
• Reliance on dividends and other distributions from the PRC subsidiary to fund cash and financing requirements is subject to PRC capital controls and tax regulations, potentially limiting the ability to transfer funds.
• Fluctuations in exchange rates between Renminbi and the U.S. dollar could have a material adverse effect on results of operations and investment value.
• Enforcement of PRC Labor Contract Law and other labor-related regulations may increase labor costs and expose the VIE to penalties for non-compliance.
• Failure to obtain or renew relevant requisite licenses, permits, authorizations, or approvals from PRC government authorities could materially adversely affect business operations and financial conditions.
• Uncertainties exist with respect to operating as an online platform business, including anti-monopoly guidelines and e-commerce laws, which could lead to penalties or loss of market share.
• PRC regulations relating to the establishment of offshore special purpose companies by PRC residents (SAFE Circular 37) may subject PRC resident beneficial owners or the PRC subsidiary to liability or penalties.
• Classification as a PRC resident enterprise for PRC income tax purposes could result in unfavorable tax consequences to the company and non-PRC shareholders.
• 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.
• Failure to comply with relevant regulations regarding VIEs leased premises may cause interruptions to business operations.
• The company may be classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes, which could subject U.S. selling shareholders to significant adverse U.S. income tax consequences.
• The company will continue to incur increased costs and be subject to additional rules and regulations as a public company, including Sarbanes-Oxley Act compliance.

Future Outlook

The company's long-term objective is to expand business coverage to include information technology services, online platforms linking schools and enterprises, and online training programs for workers. It plans to integrate digital technologies like crowdsourcing, big data, and artificial intelligence to enhance its platform capabilities and provide one-stop SaaS-enabled HR solutions. Strategic cooperation with vocational colleges is expected to be a new growth point for vocational skills training and job matching.

Management Comments

• Siyu Yang, Chairman and CEO, is responsible for overall strategic development.
• Bin Tan, COO, is responsible for the overall operation of the Internet platform.
• Dan Bin, CFO, leads strategic planning, internal controls, budgeting, and financial risk management.

Industry Context

StockSavvy.ai notes that Baiya International operates in China's rapidly evolving flexible employment industry, characterized by low entry barriers and intense competition from both traditional and platform-based HR service providers. The company's strategic focus on integrating digital technologies like crowdsourcing, big data, and AI aligns with broader industry trends towards automation and efficiency in HR. However, the industry is heavily influenced by evolving PRC regulatory frameworks, particularly concerning foreign investment, data security, and anti-monopoly measures, which pose significant operational and legal uncertainties. The emphasis on blue-collar workers and vocational training addresses a specific, high-demand segment within the Chinese labor market.

Comparison to Industry Standards

• Compared to traditional recruitment companies like Career International, ManpowerGroup, and Renrui Human Resources, Baiya's Gongwuyuan Platform aims to differentiate through its innovative, cloud-based, and SaaS-enabled HR solutions, including payment assurance (Yun Dan Bao) and intelligent HR management.
• Against platform-based competitors such as Dianmi Network Technology and Joyowo, Baiya highlights its integrated ecosystem for HR services, focusing on streamlining bulk recruitment of blue-collar workers and providing comprehensive post-employment services.
• The company's service standard guarantee of fulfilling employment needs within 3-15 days (depending on geographic scope) is a competitive metric in the efficiency-driven recruitment market.
• The company's strategic cooperation with over 230 vocational and technical colleges positions it to address the demand for skilled blue-collar workers, a segment that often requires specialized recruitment and training solutions not always fully addressed by broader HR platforms.

Management Changes

Corporate Governance

Legal Proceedings

• Gongwuyuan obtained a default judgment in arbitration on April 15, 2022, against Guangdong Jingcheng Education Technology Co., Ltd. and Wu Dengtao for RMB 300,000 loan principal, legal interests, and RMB 16,991 arbitration fees. 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 fully paid by November 6, 2024.
• 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, with RMB 252,187 paid and the remaining in execution.
• Dongguan Gongwuyuan Yifang Talent Service Co., Ltd. filed a lawsuit on June 25, 2024, and obtained a judgment for RMB 569,166.67 plus interest, penalties, and attorneys' fees against Beijing Fengqi Tianxia Network Technology Co., Ltd. and others. Enforcement proceedings were terminated and entered a long-term supervision phase in 2025.
• 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 for economic compensation, RMB 92,858 for double-wage penalty, and RMB 2,400 for 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 (VIE founder/shareholder) and Ms. Guoping Xia (Mr. Xia's sister), and their affiliated entities.
• As of December 31, 2024, the company had $170,855 due to related parties, representing funds from companies controlled by Mr. Zhang, Mr. Xia, and Mr. Xiaojun Wang for working capital and expense reimbursements.
• The company provided entrustment recruitment services to a related party controlled by Mr. Xia, generating $181,408 in revenue in 2023 and $135,029 in 2022 (no revenue in 2024).
• The company entered into operating lease agreements with companies controlled by Mr. Xia, incurring rental expenses of $143,832 in 2023 and $158,063 in 2022 (no expenses in 2024).
• 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.
• On November 21, 2024, a debt settlement agreement with related parties offset $1,812,949 of payables against receivables, with the remaining $525,737 payable assumed by Ms. Xia.
• Several bank loans (WeBank, NanYue Bank, China Minsheng Bank) were guaranteed by related parties, including Peng Yao (legal representative of Yifang) and Xingbo Wang (legal representative of Gongwuyuan).

Stakeholder Impact

• **Shareholders:** Existing shareholders will experience significant dilution due to the potential issuance of 30,000,000 new ordinary shares to selling shareholders, representing approximately 1868.867% of current outstanding shares. The value of their investment is also subject to substantial risks related to the VIE structure, PRC regulatory environment, and potential delisting under the HFCA Act.
• **Employees:** The company's ability to attract and retain qualified personnel is crucial for growth, and any failure could adversely affect the business. Compliance with PRC labor laws and social welfare contributions is a continuous obligation, with past non-compliance potentially leading to penalties.
• **Customers (Employing Companies):** The Gongwuyuan Platform aims to provide efficient and cost-effective recruitment and HR management solutions. However, reliance on third-party HR service companies and potential legal liabilities from recruitment disputes could impact service quality and customer satisfaction.
• **Blue-collar Workers:** The platform offers job matching, payment assurance (Yun Dan Bao), and integrated payroll services, aiming to standardize employment processes and improve welfare benefits. However, potential legal disputes and the evolving nature of the flexible employment market pose risks.
• **Suppliers/Partners (HR Service Companies):** The company relies on cooperation with third-party HR service companies. The stability and terms of these partnerships are critical for business operations and could be affected by changes in agreements or performance issues.
• **Creditors:** The company's ability to fund operations and service debt relies on dividends from its PRC subsidiary, which are subject to PRC capital controls and tax regulations. Related party guarantees on bank loans provide some security but also highlight reliance on these relationships.

Next Steps

• The company will continue to develop and integrate digital technologies, including crowdsourcing, big data, and artificial intelligence, into its Gongwuyuan Platform.
• Gongwuyuan intends to expand its products and services to provide information technology services to enhance user experiences for personnel management systems and other HR SaaS services.
• Gongwuyuan plans to attract new participants, such as schools and enterprises, to its online platforms and diversify services.
• Gongwuyuan is conducting pilot programs for online vocational skills training and exploring cooperation opportunities with vocational and technical schools.
• The company will continue to monitor for updates to applicable PRC anti-monopoly laws and regulations.
• The company will continue to file all reports and other documents required as a reporting company under the Exchange Act.

Key Dates

Recommendation

The F-1 filing highlights significant risks that outweigh the potential benefits of the capital raise. The massive dilution (1868.867% of current outstanding shares) from the resale offering is a major concern for existing shareholders. Furthermore, the company's reliance on a Variable Interest Entity (VIE) structure in China exposes it to substantial and unpredictable regulatory and legal risks from the PRC government, including potential disallowance of the structure, which could render shares worthless. The ongoing legal proceedings and past non-compliance with PRC labor and tax laws also indicate operational and governance weaknesses. While the company may receive up to $35.55 million, this is a potential, not guaranteed, inflow, and the overall risk profile suggests a strong sell recommendation for investors seeking stability and clear regulatory frameworks.

Keywords

Flexible Employment, Human Resources Technology, VIE Structure, China, SEC F-1, Resale Offering, Nasdaq, Dilution, Regulatory Risk, Gongwuyuan Platform, SaaS HR Solutions, Blue-collar Recruitment, Cybersecurity Law, Data Security Law, HFCA Act, Capital Raise