Regulatory Environment - The company operates through a variable interest entity (VIE) structure, with no direct equity interests in the PRC operating entities, which poses unique risks to investors [23]. - Recent regulatory developments in China indicate increased oversight over overseas listings and foreign investments, which could significantly impact the company's ability to offer securities [27]. - The company completed the filing procedures with the China Securities Regulation Commission (CSRC) on June 27, 2024, as required under the new administrative rules regarding overseas listings [28]. - The company does not currently have over one million users' personal information, thus not subject to cybersecurity reviews under recent regulations [27]. - The company has not faced any anti-monopoly investigations or penalties from government authorities as of the date of the report [27]. - The company is subject to risks related to the interpretation and application of PRC laws and regulations, which could materially affect operations and share value [25]. - The company anticipates no significant changes in its operations due to recent regulatory actions, but remains vigilant regarding potential future impacts [27]. - The company’s business operations do not involve any Critical Information Infrastructure, thus avoiding additional regulatory scrutiny [27]. - If the PCAOB determines it cannot inspect accounting firms in mainland China and Hong Kong, the company may be identified as a Commission-Identified Issuer, which could lead to trading prohibitions under the HFCAA [37]. - The company is currently not required to obtain permission from PRC authorities to issue Ordinary Shares to foreign investors, but future regulatory changes could impact this [34]. - The company is exposed to uncertainties regarding the interpretation and enforcement of PRC regulations, which could materially affect its operations and financial condition [36]. - The newly enacted Foreign Investment Law introduces uncertainties regarding the company's corporate structure and compliance, which could materially affect its operations and financial results [138]. - Changes in PRC laws regarding foreign ownership and the VIE structure could lead to severe penalties or loss of business operations [123]. - Government interference in business activities of U.S. listed Chinese companies may negatively impact the company's operations and the value of its Ordinary Shares [146]. - Recent policies from the Chinese government may require the company to seek additional permissions to operate, potentially impacting its business and financial results [148]. - The CSRC issued new rules for overseas listings effective March 31, 2023, requiring domestic companies to fulfill filing procedures for securities offerings in foreign markets [152]. - Under the new rules, companies are prohibited from overseas offerings if they pose national security risks or involve criminal activities by controlling shareholders [153]. - The PRC legal system is evolving, leading to uncertainties that could adversely affect the company's operations and legal protections [162]. - Adverse changes in economic and political policies in China could materially impact the company's business and financial outlook [159]. - The company is subject to risks associated with regulatory actions in China, which may limit its ability to offer securities and could lead to a decline in their value [167]. - The evolving regulatory environment regarding cybersecurity and data security may require the company to incur additional costs to maintain compliance [169]. Financial Performance - Net revenues for the year ended December 31, 2024, increased to $12,809,211, up from $11,574,877 in 2023, representing a growth of approximately 10.7% [46]. - Gross profit for 2024 was $1,407,271, compared to $802,347 in 2023, indicating a significant increase of 75.2% [46]. - Operating expenses decreased from $1,521,436 in 2023 to $1,342,911 in 2024, a reduction of approximately 11.8% [46]. - Net income attributable to Baiya International Group Inc. for 2024 was a loss of $8,750, an improvement from a loss of $1,017,076 in 2023 [46]. - Total assets as of December 31, 2024, were reported at $4,951,430, compared to $4,401,366 in 2023, reflecting an increase of approximately 12.5% [47]. - Total liabilities decreased from $4,401,366 in 2023 to $4,401,366 in 2024, indicating a stable financial position [47]. - Cash and cash equivalents at the end of 2024 amounted to $1,668,291, showing a healthy liquidity position [47]. - The company reported a gross profit margin of approximately 11% for 2024, up from 6.9% in 2023, indicating improved operational efficiency [46]. - The company’s investment in subsidiaries and equity in VIE and VIE's subsidiaries totaled $3,309,819 as of December 31, 2024 [47]. - The total equity attributable to shareholders increased to $500,269 in 2024 from $550,064 in 2023, reflecting a slight decrease of 9.1% [47]. - Total assets as of December 31, 2023, amounted to $7,623,191, a decrease from $7,878,429 as of December 31, 2022, representing a decline of approximately 3.2% [48]. - Cash at the end of 2023 was $1,668,291, compared to $2,404,170 at the end of 2022, indicating a decrease of about 30.6% [49]. - Net cash provided by operating activities for the year ended December 31, 2024, was $1,583,757, a significant recovery from a net cash used of $1,801,113 in 2023 [49]. - Total liabilities as of December 31, 2023, were $7,028,874, down from $6,175,758 in 2022, reflecting a decrease of approximately 13.8% [48]. - Total equity as of December 31, 2023, was $594,317, a decrease from $1,702,670 in 2022, indicating a decline of about 65.1% [48]. - The company reported a net cash increase of $1,636,318 for the year ended December 31, 2024, compared to a net decrease of $2,372,197 in 2023 [49]. - Accounts receivable, net, as of December 31, 2023, stood at $3,692,078, an increase from $2,432,947 in 2022, representing a growth of approximately 51.8% [48]. - The company had a total of $1,966,483 in accrued liabilities and other payables as of December 31, 2023, compared to $1,848,047 in 2022, reflecting an increase of about 6.4% [48]. - The cash flow from financing activities for the year ended December 31, 2024, was $76,988, a recovery from a cash outflow of $508,149 in 2023 [49]. - The company’s deferred offering costs totaled $668,651 as of December 31, 2023, compared to $452,521 in 2022, indicating an increase of approximately 47.8% [48]. Operational Risks - The PRC operating entities face significant competition in the flexible employment industry, which may adversely affect market share and financial results [70]. - Seasonal variations in demand for blue-collar workers lead to material fluctuations in revenue streams, complicating quarterly result predictions [60]. - The PRC operating entities have a limited operating history, making it difficult to predict future growth and financial performance [63]. - Regulatory uncertainties in China may impact the business model and operational compliance, potentially leading to severe penalties or loss of operational interests [61]. - The company relies on third-party cooperation, which poses risks of disruption and increased costs that could adversely affect business operations [60]. - The PRC operating entities must continuously innovate and improve services to meet evolving client needs and market competition [60]. - There are risks associated with the reliance on IT systems, including potential errors and vulnerabilities that could harm business operations and reputation [68]. - The company may face challenges in maintaining effective internal controls over financial reporting, which could lead to inaccurate financial results [60]. - New competitors with low entry barriers may enter the flexible employment industry, increasing competition and potentially leading to loss of market share [72]. - The success of the Gongwuyuan Platform for recruitment and human resource services is crucial for the PRC operating entities, as its market acceptance directly impacts business operations [73]. - The PRC operating entities depend on third-party vendors for job matching and technical support, which exposes them to risks such as increased costs and potential disruptions [74]. - Data protection is a significant concern, as the PRC operating entities rely on third-party companies to secure client and worker data, and any breach could harm their reputation and financial results [75]. - The Gongwuyuan Platform's payment processing infrastructure relies on third-party providers, and any failure to secure favorable terms could disrupt business operations [76]. - The PRC operating entities must adapt to rapid technological developments; failure to do so may render their services less competitive [80]. - Protecting brand reputation is critical, as any negative publicity or claims could divert management attention and harm business operations [82]. - The PRC operating entities face potential legal liabilities from recruitment disputes, which could lead to costly litigation and damage their reputation [77]. - The reliance on limited telecommunications providers poses risks; disruptions could adversely affect operations and increase costs [85]. - The PRC operating entities had four major customers in 2024, accounting for approximately $4,393,353 (34%), $3,055,082 (24%), $2,542,167 (20%), and $1,479,155 (12%) of total revenues [102]. - In 2023, three major customers accounted for approximately $5,070,838 (44%), $2,006,486 (17%), and $1,277,408 (11%) of total revenues [102]. - The PRC operating entities expect ongoing expansion to increase operating expenses, which may pose new challenges and uncertainties [97]. - The PRC operating entities must enhance their information systems to comply with relevant laws and regulations, requiring significant staff and financial resources [91]. - The PRC operating entities face fierce competition for qualified personnel, which may impact technology development capabilities [92]. - The PRC operating entities' business may be adversely affected by a slowdown in China's economic growth, impacting demand for their services [101]. - The PRC operating entities' intellectual property is at risk of theft and misappropriation, which could harm their business and brand reputation [98]. - The PRC operating entities' success depends on their ability to manage growth and expand service offerings effectively [94]. - The PRC operating entities may encounter operational and financial system challenges during growth, including quality control and delivery capacities [103]. - The PRC operating entities' significant shareholders may have potential conflicts of interest that could adversely affect the company's business and financial condition [106]. - The business of the PRC operating entities could be materially harmed by the COVID-19 pandemic, with significant negative impacts on international orders and operations [108]. - The financial and operating performance of the PRC operating entities may be adversely affected by various uncontrollable factors, including epidemics and natural disasters [110]. - The PRC operating entities continue to invest significant resources in infrastructure and research and development to enhance existing services and introduce new services [114]. - The PRC operating entities may face substantial risks and uncertainties when implementing new lines of business or services, which could adversely affect financial performance [116]. Compliance and Legal Risks - The company operates its PRC entities through Contractual Arrangements due to restrictions on foreign ownership, allowing it to consolidate financial results despite lacking direct ownership [130]. - The effectiveness of these Contractual Arrangements in providing control over the VIE is uncertain, as breaches by the VIE or its shareholders could adversely affect the company's interests [131]. - If the VIE shareholders fail to fulfill their obligations, the company may incur substantial costs to enforce these arrangements, impacting its business operations and financial condition [133]. - The company has the exclusive right to purchase up to 95% of the equity interests in Gongwuyuan at the lowest price permitted by PRC law, subject to regulatory approvals [137]. - The PRC tax authorities may challenge the Contractual Arrangements, potentially leading to increased tax liabilities and adversely affecting consolidated net income [141]. - Conflicts of interest may arise between the company and the VIE shareholders, which could disrupt financial consolidation and impact business operations [142]. - The company may lose access to material assets held by Gongwuyuan if it undergoes bankruptcy or liquidation, adversely affecting business operations [135]. - The legal system in the PRC presents uncertainties that could limit the company's ability to enforce its Contractual Arrangements, potentially affecting control over the VIE [134]. - The company may be exposed to liabilities under the Foreign Corrupt Practices Act, which could negatively affect business and financial condition [119]. Currency and Tax Risks - The company relies on dividends and other distributions for cash and financing needs, and limitations on these payments could adversely affect business operations [191]. - Under PRC laws, dividends can only be paid from accumulated after-tax profits, and a minimum of 10% must be set aside for statutory reserves until reaching 50% of registered capital [192]. - The PRC government imposes capital controls that may restrict the ability to remit foreign currency for dividends and other payments [193]. - The withholding tax rate on dividends from the PRC subsidiary to offshore entities is generally 10%, but may be reduced to 5% under certain conditions [194]. - Fluctuations in exchange rates could materially affect the company's results of operations and the value of investments [201]. - Substantially all revenue and costs are denominated in Renminbi, which may lead to foreign currency translation losses when converting to dollars [202]. - The company's reporting currency is the U.S. dollar, while the functional currency for its PRC operating entities is RMB, leading to fluctuations in U.S. dollar value due to exchange rate variations [203]. - Limited hedging options are available in China to mitigate exposure to exchange rate fluctuations, and the company has not engaged in material hedging transactions to date [204]. - Fluctuations in the RMB relative to the U.S. dollar could reduce profits from operations and the translated value of net assets when reported in U.S. dollars [203]. - The company may face challenges in performing period-to-period comparisons of reported results due to currency fluctuations [203]. - The effectiveness of potential future hedging transactions may be limited, impacting the company's ability to manage foreign currency exchange risk [204]. Labor and Compliance Risks - Compliance with the PRC Labor Contract Law may increase labor costs, as it mandates unlimited-term contracts for employees with ten consecutive years of service [205]. - The PRC Social Insurance Law requires participation in various insurance programs, and failure to comply may result in fines and adversely affect the company's financial condition [206]. - The company and its subsidiaries have not consistently complied with PRC regulations regarding social insurance and housing funds, which may expose them to penalties [209]. - The interpretation and implementation of labor-related regulations are evolving, potentially leading to non-compliance and significant liabilities for the company [207]. - The company has not made accruals for potential penalties related to underpaid employee benefits, although management considers the likelihood of additional payments to be low [209].

As filed with the U.S. Securities and Exchange Commission on February 4, 2025 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 6 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable (Translation of Regi ...

As filed with the U.S. Securities and Exchange Commission on November 29, 2024 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 5 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable Cayman Islands 7370 ...

(Exact name of Registrant as specified in its charter) __________________________________________ As filed with the U.S. Securities and Exchange Commission on November 8, 2024 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 4 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Name, address, including zip code, ...

As filed with the U.S. Securities and Exchange Commission on September 20, 2024 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable (Translation of Re ...

As filed with the U.S. Securities and Exchange Commission on September 9, 2024 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable (Translation of Reg ...

As filed with the U.S. Securities and Exchange Commission on August 1, 2024 Registration No. 333-275232 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable (Translation of Regist ...

As filed with the U.S. Securities and Exchange Commission on October 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________________ BAIYA INTERNATIONAL GROUP INC. (Exact name of Registrant as specified in its charter) __________________________________________ Not Applicable (Translation of Registrant's name into Englis ...