Baiya International Group Secures Definitive Agreement for Starfish Acquisition, Launching Its Web3 Strategy

New York, Sept. 26, 2025 — Baiya International Group Inc. (“BIYA” or the “Company”) (Nasdaq: BIYA), a human resources technology firm using its cloud platform for comprehensive crowdsourcing recruitment and SaaS-enabled HR solutions, today disclosed that on September 19, 2025, it finalized a Share Purchase Agreement (the “Agreement”) with Dubai-headquartered STARFISH TECHNOLOGY-FZE (“Starfish”) and its shareholders. Under this Agreement, BIYA will purchase all of Starfish and its primary platform, UpTop.Meme (“UpTop”) — a decentralized liquidity protocol operating on BNB Chain, established to offer on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds, aiming to become the world’s foremost decentralized liquidity infrastructure. This purchase signifies the initial crucial step in BIYA’s plan for an extensive Web3 strategy.

In accordance with the Agreement’s provisions, BIYA is set to issue 2,320,000 new Class A ordinary shares (“Baiya Shares”) in return for all of Starfish’s existing equity. The process for transferring this equity has begun and is anticipated to conclude by the fourth quarter of 2025, contingent upon standard closing requirements. Both BIYA and Starfish commit to ongoing collaboration to ensure a smooth closing.

This acquisition expands on the strategic framework agreement BIYA revealed in July 2025, where the Company initially declared its plan to acquire UpTop as part of its accelerated digital transformation efforts. After two months of thorough due diligence and assessment, UpTop satisfied all of BIYA’s principal operational and compliance criteria, culminating in the execution of the definitive agreement. Concurrently, UpTop has successfully gone live on Binance Alpha, thereby highlighting the significant strategic value and prospective collaborative benefits of this acquisition.

Ms. Siyu Yang, BIYA’s Chief Executive Officer, stated, “This Agreement represents a crucial step in our strategic evolution and extends the framework agreement disclosed earlier this year. It underscores our resolute dedication to fully engaging with the digital asset and fintech industries and expediting our transition into the Web3 era. The acquisition of UpTop not only reinforces our existing groundwork but also introduces fresh innovative capacities to our goal of establishing an all-encompassing digital asset ecosystem. By incorporating UpTop’s skilled team and technical proficiency, we are assured of our capacity to leverage opportunities in blockchain and asset tokenization, enhance our competitive position, and foster enduring long-term growth. We maintain a steadfast commitment to implementing our strategic plan and generating lasting value for our shareholders.”

About Baiya International Group Inc. (“Baiya”)

Baiya has transformed from a simple job matching service into a cloud-based internet platform offering integrated crowdsourcing recruitment and SaaS-enabled HR solutions via its Gongwuyuan Platform, complementing its traditional offline job matching services. It began to establish itself as a SaaS-enabled HR technology firm with the introduction of its Gongwuyuan Platform in the flexible employment market. Baiya is committed to the ongoing strategic development and enhancement of the Gongwuyuan Platform, incorporating product features that seamlessly integrate with its conventional offline service model to improve job matching and HR-related services within the flexible employment sector.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements within this press release qualify as “forward-looking statements” under federal securities laws, encompassing, but not limited to, declarations about plans, objectives, aims, strategies, prospective events or performance, underlying assumptions, and any statements not purely historical facts. These forward-looking statements carry inherent known and unknown risks and uncertainties, stemming from the Company’s current expectations and forecasts regarding future events that could potentially impact its financial standing, operational outcomes, business approach, and financial requirements. Forward-looking statements are often recognizable by words like “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate,” or similar phrasing within this document. The Company disclaims any obligation to publicly update or amend any forward-looking statements to reflect subsequent events, circumstances, or shifts in its expectations, unless legally mandated. While the Company considers the expectations conveyed in these forward-looking statements to be reasonable, it cannot guarantee their accuracy, and advises investors that actual results might diverge significantly from projected outcomes. Investors are encouraged to consult additional factors that may influence future results in the Company’s registration statement and other submissions to the United States Securities and Exchange Commission (“SEC”).

For additional information, kindly reach out to:

Baiya International Group Inc.
Investor Relations Department
Phone: +1-838-900-8888
Email:

For Investor Relations Questions:

Ascent Investor Relations LLC
Tina Xiao
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