Correspondence 0001213900-24-104063 from Baiya International Group Inc. (BIYA) (CIK 0001944712) (BIYA)
Baiya International Group Inc. (BIYA) (CIK 0001944712)
Date: Nov. 29, 2024 · CIK: 0001944712 · Accession: 0001213900-24-104063
AI Filing Summary & Sentiment
File numbers found in text: 333-275232
Referenced dates: November 20, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Re: Baiya International Group Inc. Amendment No. 4 to Registration Statement on Form F-1 Filed November 8, 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 November 20, 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. 4 to Registration Statement on Form F-1 filed November 8, 2024
Capitalization, page 71
1. Your consolidated balance sheet at June 30, 2024 show amounts due to related parties of $1,657,719. Please tell us your consideration of including indebtedness to related parties in the Capitalization table. Refer to Part I, Item 3(B) of Form 20-F and revise as necessary.
RESPONSE: As of June 30, 2024, the Company had the total amounts due from related parties of $1,685,734, which were mainly due from the shareholder of the Company and the founder of the VIE, Mr. Daoning Xia (“Mr. Xia”), Ms. Guoping Xia (“Ms. Xia”) who is the sister of Mr. Xia, and their affiliated entities, and Xingbo Wang who is the officer of certain VIE subsidiaries of the Company (collectively “Related Obligors”).
As of June 30, 2024, the Company had the total amounts due to related parties of $1,657,719, The amount due to related parties represents the funds provided by companies controlled by Mr. Zhang (the Company’s chairman and director), Mr. Xia, and Mr. Xiaojun Wang, a director of VIE’s subsidiary (collectively “Related Obligees”), for the Company’s working capital needs.
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
November 29, 2024
Page 2
As of June 30, 2024, all the related parties including both due to and due from the Company, orally agreed to offset due to the Company of $1,685,734 with due from the Company of $1,657,719. As of June 30, 2024, the Company started the process of discussing with each related party about the Debt Settlement Agreement through offsetting the outstanding balance of due to and due from the Company, and was very confident that from the Company’s best interest, each related party would agree this settlement, therefore we did not include the indebtedness to related parties in the Capitalization table.
On November 21, 2024, each related party of due to and due from the Company entered into a Debt Settlement Agreement to offsetting all the due to and due from the Company’s outstanding balance with remaining un-offset amount settled by cash. As of November 21, 2024, no amount is owed from Related Obligors and no amount is owed to Related Obligees. The Company has updated its disclosure on page 156 and page 224 to reflect that as of November 21, 2024, no amount is outstanding to the related parties and filed the Debt Settlement Agreement as Exhibit 10.24.
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
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CORRESP
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filename1.htm
John P. Yung
2020 West El Camino Avenue, Suite 700
Sacramento, California 95833
John.Yung@lewisbrisbois.com
Direct: 916.646.8288
November 29,
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. 4 to Registration Statement
on Form F-1
Filed November 8, 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 November 20, 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. 4 to Registration Statement on Form F-1 filed November
8, 2024
Capitalization, page 71
1. Your consolidated balance sheet at June 30, 2024
show amounts due to related parties of $1,657,719. Please tell us your consideration of including indebtedness to related parties in
the Capitalization table. Refer to Part I, Item 3(B) of Form 20-F and revise as necessary.
RESPONSE: As of June 30, 2024, the Company
had the total amounts due from related parties of $1,685,734, which were mainly due from the shareholder of the Company and the founder
of the VIE, Mr. Daoning Xia (“Mr. Xia”), Ms. Guoping Xia (“Ms. Xia”) who is the sister of Mr. Xia, and their affiliated
entities, and Xingbo Wang who is the officer of certain VIE subsidiaries of the Company (collectively “Related Obligors”).
As of June 30, 2024, the Company had the total
amounts due to related parties of $1,657,719, The amount due to related parties represents the funds provided by companies controlled
by Mr. Zhang (the Company’s chairman and director), Mr. Xia, and Mr. Xiaojun Wang, a director of VIE’s subsidiary (collectively
“Related Obligees”), for the Company’s working capital needs.
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
November 29, 2024
Page 2
As of June 30, 2024, all the related parties including
both due to and due from the Company, orally agreed to offset due to the Company of $1,685,734 with due from the Company of $1,657,719.
As of June 30, 2024, the Company started the process of discussing with each related party about the Debt Settlement Agreement through
offsetting the outstanding balance of due to and due from the Company, and was very confident that from the Company’s best interest,
each related party would agree this settlement, therefore we did not include the indebtedness to related parties in the Capitalization
table.
On November 21, 2024, each related party of due
to and due from the Company entered into a Debt Settlement Agreement to offsetting all the due to and due from the Company’s outstanding
balance with remaining un-offset amount settled by cash. As of November 21, 2024, no amount is owed from Related Obligors and no amount
is owed to Related Obligees. The Company has updated its disclosure on page 156 and page 224 to reflect that as of November 21, 2024,
no amount is outstanding to the related parties and filed the Debt Settlement Agreement as Exhibit 10.24.
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.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com