Baiya International Group Inc. (NASDAQ: BIYA) filed an F-3 registration statement on July 23, 2026, seeking to register 50 million Class A ordinary shares for resale by selling shareholders who have not yet been named. That single registration covers roughly 26 times the company's estimated public float of approximately 1.88 million shares — the freely tradeable portion of 6.83 million total shares outstanding.
The filing also includes a $200 million universal shelf — a standing facility that lets the company issue securities over time without filing a new registration. For now, the shelf is constrained by SEC baby-shelf rules, which cap primary offerings at roughly one-third of public float value for issuers below the $75 million threshold. At BIYA's current scale, that limit is approximately $1.3–$1.7 million per twelve-month period.
How the share count got here
Class A shares grew from about 118,584 (split-adjusted) at the end of 2025 to 3,229,864 by July 23, 2026 — a roughly 27-fold increase. Two reverse splits bracketed the expansion: a 1-for-25 in December 2025 and a 1-for-10 in July 2026. Between those consolidations, the company issued shares through two mechanisms:
A standby equity purchase agreement (ELOC) — a facility under which designated buyers purchase newly issued shares at a floating discount, here set at 70% of the three-day average closing price, meaning the buyer pays 30% below the prevailing market. The ELOC counterparties, Peakrise Investment Management and Stratosphere Capital Management, act as statutory underwriters who resell the shares immediately into the open market. An estimated 1.28 million shares of capacity remain, equal to about 68% of the current float.
A $4.2 million PIPE — a private investment in public equity — that placed 1.35 million Class A shares with an unnamed institutional buyer. That block alone equals roughly 72% of the float. These shares are restricted but become eligible for Rule 144 resale — meaning they can be sold publicly without a new registration — around October 29, 2026.
90-day overhang
Within the next 90 days, about 2.63 million shares could become available to sell: the remaining ELOC capacity plus the PIPE block reaching Rule 144 eligibility. Combined, that figure exceeds the current float by 40%.
The company is a Cayman-incorporated foreign private issuer, which allowed it to opt out of Nasdaq Rule 5635(d). That rule ordinarily requires a shareholder vote before issuing more than 20% of outstanding shares at a discount. The opt-out removes that gate.
Authorized headroom and consolidation authority
BIYA's authorized share capital stands at 506.4 million shares. Against 6.83 million outstanding, that leaves enormous room for future issuance. A February 2026 extraordinary general meeting also granted the board authority to execute further reverse splits of up to 1-for-500, valid through approximately February 2028. That combination — broad issuance capacity plus consolidation authority — keeps the dilute-and-reverse-split cycle structurally available without a new shareholder vote.
The board holds a separate mandate to raise capital for digital-asset purchases through equity, debt, or convertibles, and 100 million blank-check preferred shares — preferred stock whose rights the board can define and issue unilaterally — remain authorized with none outstanding.
ShareStructure assigns BIYA a dilution risk grade of 8 out of 10 (HIGH). The score reflects the 27-fold share-count expansion already completed, the active variable-price ELOC, and the scale of pending registrations relative to the float, offset slightly by the absence of outstanding warrants or convertible notes on the balance sheet today. The F-3's effectiveness date has not been set; once the SEC declares it effective and a prospectus supplement names the selling shareholders, the 50-million-share overhang moves from pending to actionable.