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.
 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
FirstName LastNameSiyu Yang
       or reliability of public information that you have elected to include in
the prospectus is
Comapany    NameBaiya
       inappropriate,  as International Group Inc.
                           you are responsible  for the contet in the
prospectus. Please either delete
       this 8,
December    statement  or revise
               2022 Page   2     to state that you are responsible for such
information.
FirstName LastName
 Siyu Yang
FirstName  LastNameSiyu
Baiya International Group Yang
                          Inc.
Comapany8,
December   NameBaiya
              2022     International Group Inc.
December
Page 3     8, 2022 Page 3
FirstName LastName
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
 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
FirstName LastNameSiyu Yang
       5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
Comapany
       thoseNameBaiya    International
              communications.    Please Group
                                        contactInc.
                                                the staff member associated
with the review of this
       filing to discuss
December 8, 2022 Page 4  how  to submit  the materials, if any, to us for our
review.
FirstName LastName
 Siyu Yang
FirstName  LastNameSiyu
Baiya International Group Yang
                          Inc.
Comapany8,
December   NameBaiya
              2022     International Group Inc.
December
Page 5     8, 2022 Page 5
FirstName LastName
        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