Baiya International Group signs definitive agreement to acquire Starfish

Baiya International Group (BIYA) entered into a Share Purchase Agreement with Dubai-based STARFISH TECHNOLOGY-FZE and its shareholders. Pursuant to the Agreement, BIYA will acquire 100% of Starfish and its flagship platform, UpTop.Meme, 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 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.