Baiya International Group Acquires Starfish's UpTop Protocol in Strategic Web3 Pivot

Executive Summary

Nasdaq-listed Baiya International Group Inc. (BIYA) has entered into a definitive Share Purchase Agreement to acquire STARFISH TECHNOLOGY-FZE and its flagship platform, UpTop.Meme. This acquisition represents a strategic pivot for Baiya, marking its full-scale transformation from a human resources technology provider into a Web3-focused entity within the digital asset and fintech sectors. The transaction, involving the issuance of 2,320,000 newly-issued Class A ordinary shares by Baiya, is expected to close in the fourth quarter of 2025, subject to customary closing conditions. UpTop.Meme operates as a decentralized liquidity protocol on BNB Chain, designed to provide on-chain liquidity services for a range of digital assets.

The Event in Detail

On September 19, 2025, Baiya International Group, previously known for its cloud-based crowdsourcing recruitment and SaaS-enabled HR solutions, signed an agreement to acquire 100% of Starfish and its UpTop.Meme platform. UpTop.Meme is a decentralized liquidity protocol built on BNB Chain, specializing in providing on-chain liquidity services for crypto-native digital assets, tokenized U.S. equities, and digital bonds. Its stated strategic objective is to become a leading global decentralized liquidity infrastructure. This acquisition follows a strategic framework agreement announced by Baiya in July 2025, outlining its intention to acquire UpTop as part of an accelerated digital transformation. Following two months of due diligence, UpTop met Baiya's operational and compliance standards. The platform has successfully launched on Binance Alpha, further underscoring its strategic value. Ms. Siyu Yang, Chief Executive Officer of Baiya, stated that the agreement signifies a commitment to fully entering the digital asset and fintech sectors and accelerating the company's journey into the Web3 era.

Financial Mechanics and Valuation

Under the terms of the agreement, Baiya International Group will issue 2,320,000 newly-issued Class A ordinary shares in exchange for all of Starfish's outstanding equity. This share issuance facilitates the complete acquisition of Starfish and the UpTop.Meme platform. As of recent data, Baiya International Group holds a market valuation of approximately $7 million, with its stock trading near its 52-week low at $0.56, representing a year-to-date decline exceeding 86%. The company's financial profile indicates thin gross profit margins, at approximately 11%. Despite these challenges, Baiya maintains a strong balance sheet with more cash than debt. The merger is anticipated to contribute an estimated $15 million in additional profit to Baiya. However, the UpTop protocol faces potential tokenomics risks, including prospective sell pressure from the unlock cycle for xUPTOP rewards. The 90-day price of UPTOP has declined by 79.9%, trading at $0.00766.

Business Strategy and Market Positioning

This acquisition represents a fundamental business model shift for Baiya International Group, transitioning from an HR solutions provider to a dedicated Web3 company. The company views the integration of UpTop.Meme as the "first puzzle piece" in its comprehensive Web3 strategy, aiming to build a forward-looking digital asset ecosystem. This strategic pivot aligns with a broader trend of traditional companies exploring digital asset integration, akin to how some entities have adopted Bitcoin treasury strategies to reorient their financial approach. By integrating UpTop's team and technological expertise, Baiya aims to capitalize on opportunities in blockchain and asset tokenization, strengthening its competitive edge. UpTop.Meme's roadmap includes deploying its protocol on Base and Solana in Q4 2025, incorporating a cross-chain slot mapping mechanism to enable unified management of rewards and capital efficiency across multiple chains.

Broader Market Implications

The acquisition of Starfish and UpTop.Meme by a Nasdaq-listed entity signals increasing institutional interest and the deepening integration of traditional finance into the Web3 and DeFi sectors. This development could enhance the legitimacy of decentralized protocols and potentially stimulate greater investment flow into the BNB Chain ecosystem and similar blockchain networks. The strategic expansion of UpTop.Meme's services to include tokenized U.S. equities and digital bonds positions it at the intersection of traditional capital markets and decentralized finance, potentially accelerating the tokenization of real-world assets. While this expansion into new chains like Base and Solana offers the potential to expand the addressable market and attract new users, it also introduces complexities related to execution and competition from native chain protocols. The success of this integration could foster further mergers and acquisitions within the burgeoning digital asset space, though long-term impact will depend on effective execution and market reception of Baiya's Web3 strategy.