BIYA — H1 2026 Financial Report Analysis

Baiya International Group, a Shenzhen-based HR-technology company listed on Nasdaq, reported its first half of 2026 (January to June) as a company in the middle of replacing itself. On June 25, 2026 it sold the subsidiary (Juxing, which controlled its old China recruitment-outsourcing business through a VIE structure) that had produced essentially all of its revenue. What remains is a freelance-talent matching platform that started booking revenue this year. Continuing operations brought in $756,805 of revenue against $3.52 million of operating expenses. The net loss attributable to shareholders narrowed to $2.43 million from $4.76 million, but that figure includes an $884,361 one-time gain on selling the old business. The bigger story is the balance sheet: $18.8 million of the company's $29.7 million in assets are loans to outside parties, two-thirds of it interest-free and all of it due within twelve months.

At a glance

• $0.76 million revenue, 10.2% gross margin. The new platform covers barely a fifth of its own operating costs. Gross margin is the share of revenue left after the direct cost of delivering the service, and here it is thin: about 10 cents on the dollar.
• $18.8 million lent to third parties, about 69% of shareholders' equity. That includes two non-interest-bearing loans of roughly $8.5 million each, due December 16, 2026. Interest income for the half was only $19,366.
• Diluted loss per share of $0.54 vs $96.15 a year earlier. The improvement comes from the share count (weighted-average shares rose from 49,475 to 4,535,080 after adjusting for two reverse splits), not from the business.

Results table

All figures are for continuing operations unless noted, six months ended June 30, unaudited, in US dollars.

"n/m" = not meaningful: the comparison is against zero revenue, or the change is driven by share count rather than performance. Operating margin is operating loss as a share of revenue, so -455% means operating costs were about 4.6 times revenue.

The new business: real revenue, very thin margins

Both revenue lines are new this year:

• Intelligent Matching and SaaS Platform: $687,562. Enterprise clients post jobs and the platform matches them with freelancers in areas such as home-appliance repair, content e-commerce, online education and gaming. Baiya charges a fee calculated as a percentage of the transaction or service value. Cost of revenue was $643,647, leaving $43,915 of gross profit, a 6.4% margin. Per the MD&A, those costs are mainly "system integration and software service fees, transaction revenue-sharing and payment processing fees," plus staff costs.
• Business management and consulting: $69,243, at a 48.5% gross margin ($33,583 of gross profit).

A 6.4% gross margin is low for something described as software. SaaS businesses typically keep most of each revenue dollar after direct costs. Here, about 94 cents of every dollar of platform revenue goes straight back out, largely to outside system and payment providers. The filing also says one service provider accounted for 100% of service purchases in the period. On the revenue side, three customers made up 26%, 17% and 12% of revenue (55% combined), and a single customer accounted for 100% of accounts receivable.

For context, the business that was sold had H1 revenue of $1.95 million, down from $7.26 million in H1 2025. The new platform is starting well below even the shrinking business it replaced.

Costs came down, mostly through lower outside fees

Total operating expenses fell 31.6% to $3.52 million. General and administrative expenses fell $1.65 million (-34.3%) to $3.16 million. Management attributes the drop mainly to $1.03 million less in consulting and professional fees (legal, audit, transfer-agent and HR service fees) and $812,500 less in telecom service expense. Payroll rose $85,351 and stock compensation $51,559. Selling expenses edged up 8.7% to $356,537 because advertising rose $83,333. Even after the cuts, G&A alone was more than four times revenue.

What the headline numbers hide

• The narrower loss is partly a one-off. Discontinued operations contributed $912,298 of net income, and $884,361 of that was the gain on disposing of Juxing. The old business itself lost $57,918 at the operating level in H1 2026. Strip out discontinued operations and the loss attributable to Baiya was $3.34 million, against $5.14 million a year earlier.

• The sale price comes in slowly. Juxing was sold for $2.0 million, payable over three years: $600,000 in year one (in $200,000 instalments every four months), $600,000 in year two and $800,000 in year three. By June 30 only $200,000 had arrived. The remaining $1.8 million sits on the balance sheet at a discounted value of $1,635,936. Juxing also took $932,492 of cash with it, so the sale was cash-negative in the half.

• Most of the balance sheet is lent out. Loans receivable from third parties are $18.79 million:

  • $8,496,022 to Xinyi International Group Ltd., interest-free, due December 16, 2026.
  • $8,300,000 still outstanding to Hesheng International Group Ltd., also interest-free and due December 16, 2026; $200,000 was repaid in the half.
  • 2,000,000 USDT (about $2.0 million), lent on June 16, 2026 to an individual, Hongyu Wang, at 8%, due June 15, 2027.

  The company says all borrowers are unrelated parties and has recorded no allowance for credit losses, which is the reserve a company sets aside for loans it may not get back. Separately, "due from related parties" rose from $389,130 to $987,230, after $575,249 of new loans to related parties during the half. Together, the third-party and related-party loans total $19.8 million, while the company has $1.18 million of cash. The reported working capital of $26.4 million (current assets minus current liabilities) consists almost entirely of these loans, not cash.

• A crypto treasury appeared. Baiya held $3.71 million of digital assets at June 30: 3,316 BNB tokens worth $1.71 million and 2.0 million USDT worth $2.0 million, custodied at BitGo Trust. During the half it bought BNB for $6.66 million and sold BNB for $5.03 million, booking a realized gain of $81,730 and an unrealized loss of $292,717. The filing's own table lists 3,136 BNB in one place and 3,316 in another; the roll-forward supports 3,316.

• Cash conversion is weak, and the reported burn is flattered. Continuing operations used $983,857 of cash, against a net loss of $3.34 million. The gap is mostly non-cash items, including $1,191,281 of stock-based compensation and the $292,717 crypto loss, plus a one-time $811,679 release of supplier advances. Operations are not close to funding themselves. The half's cash needs were met with $4.06 million of net share-issue proceeds.

• Heavy dilution, and not all of it paid for. Class A shares outstanding rose from 118,584 to 2,746,211 in six months, after adjusting for the 1-for-25 reverse split of December 2025 and the 1-for-10 split of July 10, 2026. A reverse split merges shares to lift the per-share price. Of the $5.46 million of equity issued in financings, $4.81 million was still a subscription receivable, meaning the shares were issued but the cash had not yet been received. A further $1.59 million investor deposit was recorded as a refundable liability, and part of it was settled in shares after the period. Since then Baiya has filed an F-3 shelf registration (July 23, amended August 21) and an S-8 for employee equity (August 7), which make further issuance easier.

• An acquisition that may have unwound. Baiya issued shares in September 2025 to buy Starfish Technology-FZE. $1,173,920 of prepaid expenses relates to those shares, and $717,753 to prepaid stock compensation partly tied to the deal. On July 2, 2026 a stock purchase agreement transferred Starfish's equity to a different buyer, Shengshi International Group, for $1.0 million in cash. The company says it is "evaluating, in consultation with legal counsel, the legal status" of the earlier deal and the shares it issued. The accounting effect is not yet determined.

• Going-concern warning. The financial statements state that the accumulated deficit ($13.60 million) and continuing losses "raise substantial doubt" about Baiya's ability to continue as a going concern over the next year. That is an auditor-style warning that the company may not be able to keep operating without new funding.

Takeaway: Baiya's operating business is small: $757K of revenue at a 10% gross margin, against $3.5M of costs. Its future depends more on its balance sheet than on its platform. $16.8 million of interest-free loans to two outside companies falls due on December 16, 2026, and that money is worth about 14 times the company's cash. Whether it comes back in full will decide whether the $27.5 million of book equity is real.

Outlook

Management gave no numerical guidance. CEO Linxi Xie described the half as "a period of transition" and said the company plans to "further develop" the platform and "build on the momentum of our new business lines." The company has also flagged expanding into new service categories and regions. The filing itself names going-concern doubt, crypto price volatility, customer concentration and Nasdaq listing compliance as key risks.

Our read: the cost cuts are real, but the new revenue base is too small and too low-margin to close a $3.4 million half-year operating loss any time soon. On present numbers, revenue would need to grow several-fold and gross margin would need to widen before operations could fund themselves. That leaves the company dependent on more share issuance, which the new F-3 shelf makes straightforward, or on recovering the money it has lent out. Things to watch in the FY2026 annual report (Form 20-F, due by April 30, 2027):

1. Repayment of the Xinyi and Hesheng loans ($16.8 million combined) on or around December 16, 2026, and whether any credit-loss allowance appears.
2. Platform gross margin. It needs to move well above 6.4% for the business model to scale.
3. Collection of the $4.81 million subscription receivable and the Juxing sale instalments ($200,000 due every four months in year one).
4. How the Starfish share issue is resolved, and whether the $1.17 million of related prepaid balances is written off.

This is the first Baiya report on this site, so there is no earlier forecast to check against.

Source: Baiya International Group Form 6-K filed September 29, 2026, including unaudited interim financial statements (Exhibit 99.1), MD&A (Exhibit 99.2) and press release (Exhibit 99.3) for the six months ended June 30, 2026.