SecProbe.io

August 27, 2024
Siyu Yang
Chief Executive Officer
Baiya International Group Inc.
Yifang Capital Industrial Park
No. 33 Pingshan Industrial Road, Building A, 16F
Tangxia, Dongguan, Guangdong, China
Re:Baiya International Group Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 1, 2024
File No. 333-275232
Dear Siyu Yang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 29, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed August 1, 2024
Capitalization, page 70
1.The amount of actual long-term liabilities (including current and non-current portion) as
of December 31, 2023 of $413,156 presented here does not appear to agree with the
amount presented on the balance sheet on page F-3. Please advise or revise as appropriate.
2.You state in note (2) to the table you expect the net proceeds of the offering to be
approximately $12.91 million. Please tell us how you computed the net proceeds and the
consistency of the computation with expenses associated with the offering disclosed on
pages 155, 159 and elsewhere. Ensure consistency of the net proceeds reflected here and
in "Dilution."
3.It appears the shares indicated in note (1) to the table are included in the actual amount at
December 31, 2023. Please explain to us why this note is relevant or remove it.

August 27, 2024
Page 2
4.The amount presented here as total shareholders' equity does not agree with the amount
presented on pages F-3 and F-5 in that the amount here excludes the amount for non-
controlling interests. Please revise as appropriate.
General
5.We note your written response and your revised disclosures in response to comment 1.
However, we reissue our comment as we note changes in your disclosure from your
February 14, 2024 filing to your discussion of the legal and operational risk associated
with your VIE operations in China through the Contractual Arrangements. The Sample
Letters to China-Based Companies sought specific disclosure relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. Please restore your disclosures where you discuss the
legal risks of operating in China to the disclosures as they existed in the registration
statement as of February 14, 2023.
            Please contact Nasreen Mohammed at 202-551-3773 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services