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NEW YORK - Baiya International Group Inc. (NASDAQ:BIYA), currently valued at $7 million and trading near its 52-week low at $0.56, announced Friday it has entered into a Share Purchase Agreement to acquire Dubai-based STARFISH TECHNOLOGY-FZE and its flagship platform, UpTop.Meme, a decentralized liquidity protocol built on BNB Chain. According to InvestingPro data, the company’s stock has declined over 86% year-to-date, reflecting significant market uncertainty.
Under the agreement signed on September 19, Baiya will issue 2,320,000 newly-issued Class A ordinary shares in exchange for 100% of Starfish’s outstanding equity. The transaction is expected to close in the fourth quarter of 2025, subject to customary conditions. InvestingPro analysis reveals 14 additional key investment insights for BIYA, including crucial metrics about its financial health and valuation multiples.
UpTop.Meme provides on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds. The platform has recently launched on Binance Alpha, according to the company’s press release statement.
This acquisition follows Baiya’s July 2025 announcement of a strategic framework agreement outlining its intention to acquire UpTop as part of its digital transformation strategy.
"This Agreement marks a significant milestone in our strategic transformation," said Siyu Yang, Chief Executive Officer of BIYA, in the press release. "It demonstrates our commitment to fully entering the digital asset and fintech sectors and accelerating our journey into the Web3 era." The company maintains a strong balance sheet with more cash than debt, though InvestingPro data shows it currently operates with thin gross profit margins of about 11% and faces profitability challenges.
Baiya International Group, which began as a job matching service provider, has evolved into a cloud-based platform offering crowdsourcing recruitment and SaaS-enabled HR solutions through its Gongwuyuan Platform.
The company stated this acquisition represents the first component of its comprehensive Web3 strategy, as it seeks to expand beyond its traditional HR technology business.
In other recent news, Baiya International Group Inc. has projected a revenue of over RMB 300 million and a profit exceeding RMB 25 million by the end of 2025. The company, which went public on Nasdaq in March 2025, noted increased brand influence and business growth post-IPO, particularly in flexible employment, project outsourcing, and digital HR solutions. Baiya International has also entered a definitive agreement to acquire Starfish Technology-FZE, a software development company in the UAE. The acquisition will involve issuing 2,320,000 new Class A ordinary shares and is anticipated to close in the fourth quarter of 2025.
Additionally, Baiya has launched its UpTop.Meme platform, owned by Starfish Technology-FZE, on the Binance Alpha cryptocurrency platform. This launch follows a strategic merger framework agreement signed in July to acquire all equity interests and core assets of Starfish. The merger marks Baiya’s expansion into Web3 technology, digital assets, and financial technology. The acquisition includes all associated intellectual property, operating rights, and the complete technical team of Starfish.
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