Baiya International Group Signs Definitive Agreement to Acquire Starfish, Marking the First Piece of Its Web3 Strategy

New York, Sept. 26, 2025 (GLOBE NEWSWIRE) -- Baiya International Group Inc. (“BIYA” or the “Company”) (Nasdaq: BIYA), a human resources technology company that leverages its cloud-based platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions, today announced that on September 19, 2025, it entered into a Share Purchase Agreement (the “Agreement”) with Dubai-based STARFISH TECHNOLOGY-FZE (“Starfish”) and its shareholders. Pursuant to the Agreement, BIYA will acquire 100% of Starfish and its flagship platform, UpTop.Meme (“UpTop”) — a decentralized liquidity protocol built on BNB Chain, designed to provide on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds, with the strategic goal of becoming the world’s leading decentralized liquidity infrastructure. This acquisition represents the completion of the “first puzzle piece” in BIYA’s roadmap toward a comprehensive Web3 strategy.

Under the terms of the Agreement, BIYA will issue 2,320,000 newly-issued Class A ordinary shares (“Baiya Shares”) in exchange for all of Starfish’s outstanding equity. The equity transfer process has already commenced and is expected to be completed in the fourth quarter of 2025, subject to customary closing conditions. BIYA and Starfish will continue to work closely together to facilitate the closing process.

This transaction builds upon the strategic framework agreement announced by BIYA in July 2025, when the Company first outlined its intention to acquire UpTop as part of its accelerated digital transformation strategy. Following two months of due diligence and evaluation, UpTop met all of BIYA’s key operational and compliance standards, leading to the signing of the definitive agreement. In the meantime, UpTop has successfully launched on Binance Alpha, further underscoring the strategic value and potential synergies of this acquisition.

Ms. Siyu Yang, Chief Executive Officer of BIYA, commented, “This Agreement marks a significant milestone in our strategic transformation and builds upon the framework agreement announced earlier this year. It demonstrates our unwavering commitment to fully entering the digital asset and fintech sectors and accelerating our journey into the Web3 era. The acquisition of UpTop not only consolidates the foundation we have built, but also brings new innovation capabilities to our vision of creating a comprehensive digital asset ecosystem. By integrating UpTop’s talented team and technological expertise, we are confident in our ability to capitalize on the opportunities in blockchain and asset tokenization, strengthen our competitive edge, and drive sustainable long-term growth. We remain firmly committed to executing our strategic roadmap and creating enduring value for our shareholders.”

About Baiya International Group Inc. ("Baiya")

Baiya has evolved from a job matching service provider into a cloud-based internet platform to provide one-stop crowdsourcing recruitment and SaaS-enabled HR solutions on the Gongwuyuan Platform to supplement its offline job matching services and started to position itself as a SaaS-enabled HR technology company by introducing its Gongwuyuan Platform in the flexible employment marketplace. Baiya has been and will continue to strategically develop and improve the Gongwuyuan Platform with product features that work together with its traditional offline service model to improve the job matching and HR related services in the flexible employment marketplace.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release are "forward-looking statements" as defined under the federal securities laws, including, but not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Forward-looking statements can be identified by terms such as "believe", "plan", "expect", "intend", "should", "seek", "estimate", "will", "aim" and "anticipate", or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the United States Securities and Exchange Commission ("SEC").

For further information, please contact:

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

Investor Relations Inquiries:

Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

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