SecProbe.io

CORRESP
1
filename1.htm

September
20, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street NE

Washington,
DC 20549

 Re: Baiya
                                            International Group Inc.

Amendment
No. 2 to Registration Statement on Form F-1

Filed
September 10, 2024

File
No. 333-275232

Dear
Sir/Madam:

On
behalf of Baiya International Group Inc. (the “Company”), we are responding to the Staff’s comment letter dated September
18, 2024, related to the above referenced Registration Statement on Form F-1.

For
ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.

Amendment
No. 2 to Registration Statement on Form F-1 filed September 10, 2024

Contractual
Arrangements among Pengze WFOE, Gongwuyuan, and the Shareholders of the VIE, page 3

1. We
                                            note your disclosure on page 6, the second paragraph, where you disclose “Additionally,
                                            such determination by the PRC government and changes or interpretations in PRC Laws, if occurred,
                                            may cause significant decline in the value of our shares, or even render our shares worthless;
                                            — We rely on Contractual Arrangements with the VIE and certain shareholders of the
                                            VIE to consolidate financial results of the PRC operating entities. We do not have an equity
                                            ownership in, direct foreign investment in, or control of, through such ownership or investment,
                                            the VIE.” For a description of the VIE contractual arrangements, see ‘Corporate History
                                            and Structure — Contractual Arrangements among Pengze WFOE, Gongwuyuan, and the Shareholders
                                            of the VIE’ starting on page 90 of this prospectus.” Please augment your disclosure
                                            here and on page 90, to state how and why the contractual arrangements may be less effective
                                            than direct ownership and that the company may incur substantial costs to enforce the terms
                                            of the arrangements.

RESPONSE:	In
response to the Staff’s comments, the Company has revised its disclosures on Page 6 and Page 93.

ARIZONA
• CALIFORNIA • COLORADO • CONNECTICUT • DELAWARE • FLORIDA • GEORGIA • ILLINOIS • INDIANA •
KANSAS • KENTUCKY • LOUISIANA MARYLAND • MASSACHUSETTS • MINNESOTA • MISSISSIPPI • MISSOURI • NEVADA
• NEW JERSEY • NEW MEXICO • NEW YORK • NORTH CAROLINA OHIO • OREGON • PENNSYLVANIA • RHODE ISLAND
• TENNESSEE • TEXAS • UTAH • VIRGINIA • WASHINGTON • WASHINGTON D.C. • WEST VIRGINIA

September
19, 2024

Page
2

Use
of Proceeds, page 68

2. You
                                            state you estimate you will receive from the offering of 2,500,000 shares at an assumed offering
                                            price of $5.00 per share net proceeds of approximately $10.36 million after deducting estimated
                                            underwriting discounts and commissions and estimated offering expenses. It appears after
                                            deducting the disclosed underwriting discount of $975,000 and the estimated offering expenses
                                            of $2,846,330 disclosed on page 159 net proceeds are $8,716,170. Please advise and revise
                                            here and applicable amounts in Capitalization and Dilution as appropriate.

RESPONSE: In response to the Staff’s comments, the Company respectfully clarifies that the net proceeds of approximately $10.36
million is after deducting (i) $937,500 in estimated underwriting discounts (7.5% of gross proceeds), (ii) $260,500 in additional fees
to underwriter, and (iii) $939,451 other offering expenses (the “Other Offering Expenses”); but excludes $1,646,379, which
represents expenses that were already charged to the Company’s operating expenses. The Other Offering Expenses include (1) deferred
IPO costs that will be charged to shareholders’ equity upon the completion of the IPO, under (“ASC”) 340-10-S99-1 and
SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering, and (2) anticipated offering expenses
that will be incurred for completion of the IPO.

For pages 70 and 71 (Capitalization and Dilution), the Company used $10.36 million as the net proceeds which did not include the expenses
that were already charged to the Company’s operating expenses.

For page 159, the estimated offering expenses of $2,846,330 represented the total of all estimated offering expenses, which include already-incurred
expenses and anticipated to-be incurred expenses by the Company in connection with the registration of the securities registered hereby,
including (a) expenses that were already charged to the Company’s operating expenses, (b) deferred IPO costs which will be charged
to shareholders’ equity upon the completion of the IPO, and (c) anticipated other offering costs for completing the IPO; but did
not include underwriter commission of 7.5% of gross proceeds.

    Pages 70 & 71
    Pages 159

    Without
 over-allotment
 option*
    Without
 over-allotment
 option

    Par Value
      0.0001
      0.0001

    Offering amount
    $ 12,500,000
    $ 12,500,000

    Offering shares
      2,500,000
      2,500,000

    Underwriter’s commission (7.5%)
      937,500
      N/A

    Additional fees to underwriter**
      260,500
      260,500

    Expenses that were already charged to the Company’s operating
expenses
      N/A *
      1,646,379

    Other offering expenses ***

    Legal
      782,651
      782,651

    Accounting fees and expenses
      106,800
      106,800

    Miscellaneous expenses
      50,000
      50,000

    Net proceeds
    $ 10,362,549
    $ 9,653,670

    *
    Excludes expenses that were already charged to the Company’s expense.

    **
    Consists of 1% of gross proceeds at the closing of the offering for nonaccountable expenses, up to $150,000 accountable expenses, and $150,000 advisory fee; the Company already paid $164,500.

    ***
    Other offering expenses include 1) deferred IPO costs that will be charged to shareholders’ equity upon the completion of the IPO, under (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering, 2) anticipated offering expenses that will be incurred for completion of the IPO.

 LEWIS
BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

 September
19, 2024

Page
3

Please
contact me at 916-646-8288, or my partner, Daniel B. Eng, at 415-262-8508, with any questions or further comments regarding the Company’s
responses to the Staff’s comments.

    Very
                                            truly yours,

    /s/ John
P. Yung

    John
P. Yung of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

cc: Weilai
Zhang, Chairman of Baiya International Group Inc.

  Siyu
Yang, CEO of Baiya International Group Inc.

  Dian
Zhang, CFO of Baiya International Group Inc.

  Fang
Liu, Partner, VCL Law LLP

LEWIS
BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com