SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Baiya International Group Inc.

 Room 18022, Floor 18

 112 West 34th Street

 New York, NY 10120

 March 24, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Kate Beukenkamp

 RE:
 Baiya International Group Inc.

 Registration Statement on Form F-1

 File No. 333-294510
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement so it will become effective on March 26, 2026 at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such later time as Baiya International Group Inc. (the "Company") or its counsel may request by telephone
call to the Staff.

 Please contact Pang Zhang-Whitaker of Carter Ledyard
& Milburn LLP, counsel to the Company, at (212) 238-8844, to provide notice of effectiveness, or if you have any other questions or
concerns regarding this matter.

 Very truly yours,

 Baiya International Group Inc.

 By:
 /s/ Siyu Yang

 Name:
 Siyu Yang

 Title:
 Chairman and Chief Executive Officer

 cc:

 Pang Zhang-Whitaker, Esq.

 Guy Ben-Ami, Esq.

 Carter Ledyard & Milburn LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2026

Siyu Yang
Chief Executive Officer
Baiya International Group Inc.
Room 18022, Floor 18
112 West 34th Street
New York, NY 10120

 Re: Baiya International Group Inc.
 Draft Registration Statement on Form F-1
 Submitted March 6, 2026
 CIK No. 0001944712
Dear Siyu Yang:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Pang Zhang-Whitaker
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 Baiya International Group Inc.

 Room 18022, Floor 18

 112 West 34th Street

 New York, NY 10120

 January 29, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: 	Kate Beukenkamp

 RE:
 Baiya International Group Inc.

 Registration Statement on Form F-1

 File No. 333-292480
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of the
General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
above-referenced Registration Statement so it will become effective on January 30, 2026 at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, or at such later time as Baiya International Group Inc. (the "Company") or its counsel may request by telephone
call to the Staff.

 Please contact Pang Zhang-Whitaker of Carter Ledyard
& Milburn LLP, counsel to the Company, at (212) 238-8844, to provide notice of effectiveness, or if you have any other questions or
concerns regarding this matter.

 Very truly yours,

 Baiya International Group Inc.

 By:
 /s/ Siyu Yang

 Name:
 Siyu Yang

 Title:
 Chairman and Chief Executive Officer

 cc:

 Pang Zhang-Whitaker, Esq.

 Guy Ben-Ami, Esq.

 Carter Ledyard & Milburn LLP

CORRESP
1
filename1.htm

BAIYA INTERNATIONAL GROUP INC.

March 4, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Scott Anderegg

    Dietrich King

    Re:
    BAIYA INTERNATIONAL GROUP INC.

    Registration Statement on Form F-1, as amended

    File No. 333-275232

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”), Baiya International Group Inc. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above (the “Registration Statement”) be
accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, March 6, 2025, or as soon thereafter as possible.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the
event with our counsel, Lewis Brisbois Bisgaard & Smith LLP by calling John P. Yung at 916-646-8288, or Daniel B. Eng at 415-262-8508.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Lewis Brisbois Bisgaard & Smith LLP, Attention: John P. Yung, by email
to john.yung@lewisbrisbois.com.

If you have any questions regarding this request, please contact John P.
Yung of Lewis Brisbois Bisgaard & Smith LLP at 916-646-8288.

    Very Truly Yours,

    By:
    /s/ Siyu Yang

    Name:
    Siyu Yang

    Title:
    Chief Executive Officer

    cc:
    John Yung, Lewis Brisbois Bisgaard & Smith LLP

    Daniel B. Eng, Lewis Brisbois Bisgaard & Smith LLP

CORRESP
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Cathay Securities, Inc.

Via EDGAR

March 4, 2025

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Scott Anderegg

    Dietrich King

    Nasreen Mohammed

    Doug Jones

    Re:
    Baiya International Group Inc.

    Registration Statement on Form F-1, as amended

    Initially Filed on October 31, 2023

    File No. 333-275232

Ladies and Gentlemen:

Pursuant to
Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Cathay Securities, Inc., as the representative of underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Thursday,
March 6, 2025, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we will take reasonable steps to secure adequate distribution of the
preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

We have been advised by the
prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

Very truly yours,

    Cathay Securities, Inc.

    By:
    /s/ Shell Li

    Name:
    Shell Li

    Title:
    Chief Executive Officer

CORRESP
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 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

November 20, 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. 4 to Registration Statement on Form F-1
Filed November 8, 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.
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 shows 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.

November 20, 2024
Page 2
            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
cc:John P. Yung

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

September 18, 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. 2 to Registration Statement on Form F-1
Filed September 10, 2024
File No. 333-275232
Dear Siyu Yang:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 August 27, 2024 letter.
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
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 1.

September 18, 2024
Page 2
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.
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.
            Please contact Nasreen Mohammed at 202-551-3773 or Lyn Shenk at 202-551-3380 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
cc:John P. Yung

CORRESP
1
filename1.htm

                         John P. Yung

2020 West El Camino Avenue, Suite 700

Sacramento, California 95833

John.Yung@lewisbrisbois.com

Direct: 916.646.8288

September 9, 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. 1 to Registration Statement on Form F-1

 Filed August 1, 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 August 27, 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. 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.

RESPONSE: In response to the Staff’s comments, the Company respectfully
advises the Staff that in the balance sheet on page F-3, total loan payables of $711,585 includes current loan payables of $623,878 and
non-current loan payables of $87,707. The current loan payables of $623,878 consisted of short-term loans with maturity date of less than
one year of $298,429, and current portion of long-term loans with maturity date of more than one year of $325,449. Therefore, long-term
debts with maturity date of more than one year were $413,156 (which includes current portion of long-term loans of $325,449 and non-current
portion of long-term loan payables of $87,707).

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 9, 2024

Page 2

 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.”

RESPONSE: In response to the Staff’s
comments, the Company respectfully clarifies that its calculation of net proceeds is as follows:

    Without
 over-allotment
 option*

    Par Value
      0.0001

    Offering amount
    $ 12,500,000

    Offering shares
      2,500,000

    Underwriter’s commission (7.5%)
      937,500

    Additional fees to underwriter**
      260,500

    Other offering expenses ***

    Legal
      782,651

    Accounting fees and expenses
      106,800

    Miscellaneous expenses
      50,000

    Net proceeds
    $ 10,362,549

    *
    Excludes expenses already paid by the Company and 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.

The Company has
revised its disclosures on page 155, 159 and on the cover page of the prospectus to reflect such calculations.

 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.

RESPONSE: In response to the Staff’s
comments, the Company has revised the capitalization table on page 70 to remove note (1).

 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.

RESPONSE: In response to the Staff’s
comments, the Company has revised the capitalization table on page 70 to include non-controlling interests’ equity in the amount
of $37,922.

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

September 9, 2024

Page 3

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.

RESPONSE: In response to the staff’s
comments, the Company has revised and restored the disclosures on the Cover Page and other relevant disclosures related to risk factors
associated with our VIE’s operating in China, except relevant disclosures made in accordance with legal updates in the PRC subsequent
to February 14, 2023.

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

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

CORRESP
1
filename1.htm

    John P. Yung

2020 West El Camino Avenue, Suite 700

Sacramento, California 95833

John.Yung@lewisbrisbois.com

Direct: 916.646.8288

  August 1, 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.

    Registration Statement on Form F-1

    Filed October 31, 2023

    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 29, 2023, 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.

Form F-1 filed October 31, 2023

Cover Page

1. We note the changes you made, among others, to your discussion of the
legal and operational risk associated with your VIE operations in China through the Contractual Arrangements. It is unclear to us that
there have been changes in the regulatory environment in the PRC since the review of your amendment filed on February 14, 2023 warranting
revised disclosure to mitigate the challenges you face concerning the impact of the PRC government and related disclosures. 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 here and in all other places
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.

 RESPONSE: In response to the Staff’s comments, the Company has revised and restored
its disclosures on the Cover Page and other disclosures related to the legal risks of operating in China, to the extent applicable, as they existed in the registration statement as of February 14, 2023.

    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

August 1, 2024

Page 2

 2. We note that your PRC legal counsel has advised
that you need to file with the CRSC under the New Administrative Rules Regarding Overseas Listings. Please update your disclosure on the
status of your filing with the CSRC.

 RESPONSE: In response to the Staff’s comments, the Company respectfully advises that
the disclosure on Cover Page and pages 13, 41, 55, 12 and 123 have been revised to state that the Company has completed the filing with the CSRC and received
approval from the CSRC on June 27, 2024.

In addition, the Company has
revised the Registration Statement to include a resale prospectus to be used by selling shareholders of up to 1,500,000
ordinary shares of the Company. Furthermore, the Company has included the updated financial statements dated as of December 31, 2023 and
relevant disclosures in the Amendment No. 4 to Draft Registration Statement on Form F-1.

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

United States securities and exchange commission logo
November 29, 2023
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.
Registration Statement on Form F-1
Filed October 31, 2023
File No. 333-275232
Dear Siyu Yang:
            We have reviewed your 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.
Form F-1 filed October 31, 2023
Cover Page
1.We note the changes you made, among others, to your discussion of the legal and
operational risk associated with your VIE operations in China through the Contractual
Arrangements. It is unclear to us that there have been changes in the regulatory
environment in the PRC since the review of your amendment filed on February 14,
2023 warranting revised disclosure to mitigate the challenges you face concerning the
impact of the PRC government and related disclosures. 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 here and in all other places 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.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 November 29, 2023 Page 2
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
November 29, 2023
Page 2
2.We note that your PRC legal counsel has advised that you need to file with the
CRSC under the New Administrative Rules Regarding Overseas Listings. Please update
your disclosure on the status of your filing with the CSRC.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

  John P. Yung

                         2020 West El Camino Avenue, Suite 700

                         Sacramento, California 95833

                         John.Yung@lewisbrisbois.com

                         Direct: 916.646.8288

October 31, 2023

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. 3 to Draft Registration Statement
on Form F-1

Submitted August 24, 2023

CIK No. 0001944712

Dear Sir/Madam:

On behalf of Baiya International
Group Inc. (the “Company”), we are responding to the Staff’s comment letter dated September 14, 2023, related to the
above referenced Amendment No. 3 to Draft 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. 3 Draft Registration Statement submitted August 24,
2023

Management’s Discussion and Analysis and Results of Operations
Comparison of the year ended December 31, 2022 and 2021, page 76

 1. In regard to entrusted recruitment service, you disclose revenue decreased by approximately $6.8 million,
or 71.3%, for the year ended December 31, 2022 mainly due to the Chinese government’s COVID-19 epidemic prevention policy that caused
operations and production of factories of some major customers to be suspended. Please revise to quantify the material impacts COVID-19
has had on your results, to the extent practicable. As the COVID-19 pandemic was also present during 2021, clarify if your fiscal 2022
was impacted differently by COVID-19 from your fiscal 2021, and if so, how, especially regarding any circumstances that caused 2022 revenues
to decrease. Also, discuss whether there was any negative impact to your revenue in fiscal 2022 caused by the disclosed reduction in customers
from 36 at December 31, 2021 to 27 at December 31, 2022 and the reason for the decrease in the number of customers. Additionally, revise
to clearly describe declining revenues during the periods presented and any associated known trends. Further, you disclose the demand
of labor from employer companies in China has been continuously decreased since beginning of 2022 as a result of decreased production
orders for factories. Disclose your expectation of this continuing and the impact on your results if it does.

 RESPONSE: We respectfully advise the staff that the disclosure on pages 76 and 77 have been revised to address
the above.

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

October 31, 2023

Page 2

 2. You state the increase in cost of revenues of project outsourcing service for 2022 was in line with
the increased revenue from project outsourcing service. Yet, project outsourcing service revenue decreased for 2022. Please clarify the
reason for the increased cost of revenues for 2022.

 RESPONSE: We respectfully advise staff that both the revenue and costs of project outsourcing services have increased.
However, due to the impact of exchange rates, the revenue for project outsourcing services appears to have decreased when it is translated
into U.S. dollars. We have updated the disclosure on page to address the above.

 3. Please disclose whether the increase labor cost incurred to fulfill outsourcing services in 2022 is
a known trend.

 RESPONSE: We respectfully advise the staff that the disclosure on pages 78 have been revised to address the
above.

 4. You disclose China Post is one of your three major customers. You disclose the increase in general
and administrative expense in 2022 was mainly due to the increase in bad debt allowance regarding China Post due to its slow collection.
Please disclose whether you expect the slow collection with China Post to continue and, if so, the impact on your operations.

 RESPONSE: We respectfully advise the staff that the disclosure on page 79 have been revised to address the above.

 5. We note the changes you made to your disclosure appearing on the cover page, Prospectus Summary and
Risk Factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to
us that there have been changes in the regulatory environment in the PRC since the review of your last amendment filed February 14, 2023,
warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies
sought specific disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or
may exert control over operations of your business, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including
the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly
with little advance notice. We do not believe that your revised disclosure referencing the PRC government’s evolution of its regulatory
oversight conveys the same risk. Please restore your disclosures in these areas to the disclosures as they existed in your amendment filed
on February 14, 2023.

 RESPONSE: We respectfully advise the Staff that we have revised the disclosures on the cover and pages 6, 11, 40,
42, and 94 to address the above.

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

United States securities and exchange commission logo
September 14, 2023
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. 3 to Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001944712
Dear Siyu Yang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 Draft Registration Statement submitted August 24, 2023
Management's Discussion and Analysis and Results of Operations
Comparison of the year ended December 31, 2022 and 2021, page 76
1.In regard to entrusted recruitment service, you disclose revenue decreased by
approximately $6.8 million, or 71.3%, for the year ended December 31, 2022 mainly due
to the Chinese government’s COVID-19 epidemic prevention policy that caused
operations and production of factories of some major customers to be suspended.  Please
revise to quantify the material impacts COVID-19 has had on your results, to the extent
practicable.  As the COVID-19 pandemic was also present during 2021, clarify if your
fiscal 2022 was impacted differently by COVID-19 from your fiscal 2021, and if so, how,

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 September 14, 2023 Page 2
 FirstName LastNameSiyu Yang
Baiya International Group Inc.
September 14, 2023
Page 2
especially regarding any circumstances that caused 2022 revenues to decrease.  Also,
discuss whether there was any negative impact to your revenue in fiscal 2022 caused by
the disclosed reduction in customers from 36 at December 31, 2021 to 27 at December 31,
2022 and the reason for the decrease in the number of customers.  Additionally, revise to
clearly describe declining revenues during the periods presented and any associated
known trends.  Further, you disclose the demand of labor from employer companies in
China has been continuously decreased since beginning of 2022 as a result of decreased
production orders for factories.  Disclose your expectation of this continuing and the
impact on your results if it does.
2.You state the increase in cost of revenues of project outsourcing service for 2022 was in
line with the increased revenue from project outsourcing service.  Yet, project outsourcing
service revenue decreased for 2022.  Please clarify the reason for the increased cost of
revenues for 2022.
3.Please disclose whether the increase labor cost incurred to fulfill outsourcing services in
2022 is a known trend.
4.You disclose China Post is one of your three major customers.  You disclose the increase
in general and administrative expense in 2022 was mainly due to the increase in bad debt
allowance regarding China Post due to its slow collection.  Please disclose whether you
expect the slow collection with China Post to continue and, if so, the impact on your
operations.
General
5.We note the changes you made to your disclosure appearing on the cover page, Prospectus
Summary and Risk Factor sections relating to legal and operational risks associated with
operating in China and PRC regulations. It is unclear to us that there have been changes in
the regulatory environment in the PRC since the review of your last amendment filed
February 14, 2023, warranting revised disclosure to mitigate the challenges you face and
related disclosures. The Sample Letters to China-Based Companies sought specific
disclosure relating to the risk that the PRC government may intervene in or influence your
operations at any time, or may exert control over operations of your business, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” The
Sample Letters also sought specific disclosures relating to uncertainties regarding the
enforcement of laws and that the rules and regulations in China can change quickly with
little advance notice. We do not believe that your revised disclosure referencing the PRC
government’s evolution of its regulatory oversight conveys the same risk. Please restore
your disclosures in these areas to the disclosures as they existed in your amendment filed

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 September 14, 2023 Page 3
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
September 14, 2023
Page 3
on February 14, 2023.
            You may 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 Dieter King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
March 6, 2023
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. 2 to Draft Registration Statement on Form F-1
Submitted February 14, 2023
CIK No. 0001944712
Dear Siyu Yang:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted February 14, 2023
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies and Estimates
Revenue Recognition, page F-18
1.You disclose your Gongwuyuan Platform connects HR and labor resource companies with
business enterprises allowing matching of job-seeking blue-collar workers with the labor
recruitment needs of businesses and provides employment matching of blue-
collar workers through HR service companies with business enterprises and institutions.
It appears from these disclosures you serve as an intermediary between employing
companies and third-party labor service providers to arrange to meet their respective

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 March 6, 2023 Page 2
 FirstName LastNameSiyu Yang
Baiya International Group Inc.
March 6, 2023
Page 2
needs.  For both of your entrusted recruitment and project outsourcing services you state
you recognize revenue gross as a principal.  To help us better understand the basis for
your accounting treatment, please address the following for each of these services, unless
otherwise indicated.

1.Provide us with a typical agreement with each of the employing companies and
third-party labor service providers.
2.Explain to us in detail how you control the workers provided by third-party labor
service providers before their service is transferred to employing companies.  In
particular, tell us (i) whether workers provided become your employees, and if so,
the basis for this determination, and (ii) the party responsible for employee
administration for workers provided, including (a) payment of wages/salaries to
workers, (b) withholding, collection and remittance of associated
employer/employee payroll taxes, (c) benefits (including paid time off) provided to
workers, (d) any worker related insurances and (e) injuries incurred by workers on
the job.  In regard to this overall item, we note your disclosure your cost of revenues
for each service primarily consists of the referral or service fees and out sourcing
fees paid to labor-provider companies.  In regard to (i), under "Employees" on page
117 we note only employees for labor dispatch workers.  In regard to (ii), we note
your disclosure on page 27 "Our Gongwuyuan Platform rely on third parties
payment providers ... to support relevant payment needs such as wage payments
from Employing Company to workers."  If your control is under some other basis,
explain that basis in detail and why it supports control by you.
3.We note the risk factor on page 28 stating the PRC operating companies sometimes
outsource labor assignments to HR service companies to recruit the required
workers in completing their relevant worker recruitment or labor assignments for
customers.  Explain to us how this affects your control of the workers provided to
employing companies.
4.Tell us the party that selects workers for employing companies and how this is
factored in your assessment that you have discretion in fulfilling your performance
obligation and control of the labor provided.  In regard to entrusted recruitment, it
appears from your disclosure on page F-20 employing companies select the labor
candidates provided by third-party labor providers and not you.
5.In regard to entrusted recruitment you disclose on page F-20 you do not have any
obligation to pay third-party labor companies for labor candidates not selected by
employing companies.  Explain to us the impact of this on your determination of
whether you have inventory risk for labor provided.
6.Tell us the party that determines the service fee you receive from employing
companies and how the fee is determined.  Specifically in regard to entrusted
recruitment, the response to comment 13 in your letter dated December 27, 2022
states you have discretion establishing the transaction price with employing
companies.  However, in the same response you state employing companies
normally specify in their Overall Work Arrangement the pay rate to the worker as

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 March 6, 2023 Page 3
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
March 6, 2023
Page 3
well as the service payout rate to you in placing workers for entrusted recruitment
services.  Explain to us your consideration of this in your determination that you
have pricing discretion for entrusted recruitment, and how this impacts your
assessment of your control of labor.
7.Tell us the party that determines the amount you pay third-party labor providers and
how this amount is determined.
8.Tell us when you pay third-party labor providers and the material terms associated
with payments, in particular any contingent provisions.
            You may 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

United States securities and exchange commission logo
January 24, 2023
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 Draft Registration Statement on Form F-1
Submitted December 28, 2022
CIK No. 0001944712
Dear Siyu Yang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Amendment submitted December 28, 2022
Use of Proceeds, page 69
1.We note your disclosure that you plan "to utilize 40% of the remaining offering proceeds
to pursue suitable opportunities for business growth and expansion within the industry."
If this includes pursuing acquisition opportunities, expand your disclosure to fully discuss
your acquisition strategy, including the factors that you will consider in deciding whether
or not to acquire a business.  Please also revise to indicate any acquisition that are
currently under consideration and describe them or, if none are currently under
consideration, please state this.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 January 24, 2023 Page 2
 FirstName LastNameSiyu Yang
Baiya International Group Inc.
January 24, 2023
Page 2
Capitalization, page 71
2.The second bullet on page 71 portrays the 10,000,000 Ordinary Shares after giving effect
to the issuance of an additional 9,900,000 Ordinary Shares, approved by the board of
director of Baiya on December 15,2022, at $0.0001 par value, on a pro forma basis.
However, the financial statements in the filing present the 10,000,000 shares
retrospectively on an actual basis.  Please revise or advise.  Additionally, the last
paragraph on page 71 refers to "pro forma as adjusted" information, but there is no
column that corresponds to this designation.   Please revise as appropriate or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 77
3.In several places, you cite the impact of increased labor costs on your results.  Please
discuss the reason for the increased labor costs, and your expectations of this trend
increasing and the impact on your future results.  Refer to Item 5.D of Form 20-F.
Licenses and Permits, page 117
4.We note your revised disclosure in response to comment 12. In the second paragraph of
this section, you disclose that "Our PRC legal counsel, Jingtian & Gongcheng, has advised
that as of the date of this prospectus, except for the foregoing, we have obtained all
requisite licenses, permits, approvals and certificates from the relevant government
authorities that are material for our, the VIE’s and the PRC operating entities’ business
operations in the PRC [emphasis added]." Please remove the materiality qualifier from
this disclosure.
Notes to the Consolidated Financial Statements
2. Significant Accounting Policies and Estimates
Revenue Recognition, page F-18
5.We note your response to comment 13 and reissue comment in part.  Please further
explain the arrangement you have with the 3rd party labor companies.  Discuss whether
you have any obligation to the 3rd party labor companies if the labor candidates provided
were not selected by any of your customers.  Also discuss if the labor is selected but needs
vocation training, do the 3rd party labor companies have any obligation to provide any
services.
            You may 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.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 January 24, 2023 Page 3
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
January 24, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 8, 2022
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.
Draft Registration Statement on Form F-1
Submitted November 14, 2022
CIK No. 0001944712
Dear Siyu Yang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure, "As of the date of this prospectus, no cash transfer or transfer of
other assets have occurred between Baiya, its subsidiaries, and the consolidated VIE as
well as the subsidiaries of the VIE. As of the date of this prospectus, none of our
subsidiaries, consolidated VIE or the subsidiaries of the VIE have made any dividends or
distributions to Baiya."  Please revise to include a cross-references to your condensed
consolidating schedule and the consolidated financial statements.  In addition,
please provide a cross-reference to your discussion of your cash transfers and policies in
your summary, summary risk factors, and risk factors sections, as well.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 December 8, 2022 Page 2
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
December 8, 2022
Page 2
Risks Relating to Our Variable Interest Entity (VIE) Structure, page 9
2.Please refrain from using terms such as "we" or "our" when describing activities or
functions of a VIE.  For example, we note your disclosure here, "Risks Relating to
Our Variable Interest Entity (VIE) Structure."  As an additional example, we note the
following statement on page 1: "As a holding company, we have no material operations
and conduct all of our operations in China through our VIE."
Summary of Risk Factors, page 9
3.Please revise your disclosure for each risk factor listed here to provide a cross reference to
the specific page upon which the risk factor starts.
Unaudited Condensed Consolidating Schedules, page 16
4.We note the Parent was incorporated in October 2021 and Pengze WFOE entered into
agreements with the VIE in December 2021.  However, it is not clear why no amounts are
shown in the Parent and Subsidiaries columns, particularly in regard to intercompany
items, and no line is presented for equity/share in earnings and investment in
subsidiary(ies).  Please advise.
5.Please provide in each schedule a separate column for the WFOE entity that is the primary
beneficiary of the VIE(s).  In doing so, make clear "Subsidiaries" is exclusive of the
WFOE.
Risks Relating to Our Variable Interest Entity (VIE) Structure
The PRC government may find that the Contractual Arrangements with our VIE ..., page 32
6.Please revise this risk factor to clearly state, if true, the securities you are registering
may decline in value or become worthless if the determinations, changes, or
interpretations result in your inability to assert contractual control over the assets of your
PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
There can be no assurance of the accuracy or completeness of certain facts, forecasts and other
statistic..., page 61
7.We note your disclosure "[h]owever, we cannot guarantee the quality or reliability of such
public information. The public information has not been independently verified by us, the
Underwriter(s) or any other party involved in the Offering, and no representation is given
as to its accuracy."  Your statements that you have not independently verified the quality
or reliability of public information that you have elected to include in the prospectus is
inappropriate, as you are responsible for the contet in the prospectus. Please either delete
this statement or revise to state that you are responsible for such information.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 December 8, 2022 Page 3
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
December 8, 2022
Page 3
Use of Proceeds, page 64
8.Please revise to more clearly articulate the intended use of proceeds, including an estimate
of each possible bulleted-use listed.  See Item 504 of Regulation S-K.  Alternatively, if
you have no specific plan for use of the proceeds, then revise to so state and discuss the
principal reasons for the offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
69
9.Please revise this section to elaborate upon and explain the downward trend in your net
income, from $907,519 in 2020 to $252,297 in 2021, while your net revenues went from
$11,584,606 to $20,824,564 for the same period.  Please discuss any known trends that
may be impacting this measure with a view to understanding how and whether such trend
may impact your ability to be profitable in the future.
Gross profit and gross margin, page 74
10.You disclose here you will strategically reduce the labor dispatching service in the future.
As it appears you intend to discontinue this service, please balance your disclosures
elsewhere in the filing where you highlight this service with this intent for this service.
Liquidity and Capital Resources, page 75
11.Your analysis about operating activities appears to focus on how the reported amount was
derived for each respective period rather than a period-to-period comparative analysis of
the change in the reported amounts.  Please revise to include a quantitative and qualitative
discussion of the material factors causing a material variance between comparative
periods.  Refer to Item 5 of Form 20-F, in particular instruction 9 of instructions to Item 5,
section III.D of Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and Release
No. 33-10890 for guidance.  Additionally, discuss the operational reasons for the negative
operating cash flows for fiscal 2022 and explain how you intend to meet your cash
requirements and maintain operations.  Refer to instruction 1 to "Instructions to Item 5" in
Form 20-F and section IV.B.1 of Release No. 33-8350.  Further, discuss if this condition
is a known trend pursuant to Item 5.D of Form 20-F and your expectations concerning this
condition.
Licenses and Permits, page 105
12.Please name the PRC legal counsel that you have relied upon and file a consent from
counsel as an exhibit. Please state whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations. Please also describe the consequences to you
and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain

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 Comapany NameBaiya International Group Inc.
 December 8, 2022 Page 4
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
December 8, 2022
Page 4
such permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations change
and you are required to obtain such permissions or approvals in the future.
Notes to the Consolidated Financial Statements
2. Significant Accounting Policies and Estimates
Revenue Recogntion, page F-18
13.For entrusted recruitment services, please explain to us what your disclosure “once the
overall work arrangement is established” represents, and expand your disclosure as
appropriate.  Also, provide us with your analysis that supports why your gross revenue
recognition for entrusted recruitment services is appropriate.  In doing so, explain to us
how the transaction price is determined and the method used to recognize the revenue
over time.  Further, clearly disclose your performance obligation associated with this
service and how you fulfill it pursuant to ASC 606-10-50-12.
14.You disclose you are contractually obliged to help recruit additional blue-collar labor if
there is a vacancy caused by resignation.  Please explain to us what you must do and
clarify the duration of time that you are required to replenish the labor in this event.  Also,
discuss how you account for this provision in your revenue arrangement under ASC 606,
as well as the associated costs, including any incurred for short term occupational training
you provide.
Accounts Receivable, Net, page F-23
15.We note Accounts Receivable represent 50% and 56% of total assets as of December 31,
2021 and 2020.  Please consider disclosing the associated credit terms so that investors
may better understand the impact on your financial condition and cash flows.
Note 5. Leases, page F-26
16.Please clarify if the operating lease expenses amounts disclosed in this note are intended
to represent cash paid for amounts included in the measurement of lease liabilities
pursuant to ASC 842-20-50-4.g.1.  If so, please revise the disclosure to state these
represent cash paid.  If not, provide this required disclosure.
General
17.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact the staff member associated with the review of this
filing to discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameSiyu Yang
 Comapany NameBaiya International Group Inc.
 December 8, 2022 Page 5
 FirstName LastName
Siyu Yang
Baiya International Group Inc.
December 8, 2022
Page 5
            You may 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