BGM Group (BGM) raises US$12M in private placement of shares and warrants

Rhea-AI Filing Summary

BGM Group Ltd closed a private placement of equity to raise new capital. The company issued 200,000,000 Class A ordinary shares at US$0.06 per share, together with warrants to purchase up to 200,000,000 additional Class A ordinary shares, generating gross proceeds of US$12,000,000.

The Class A ordinary shares have a par value of US$0.00833335 per share. This report on Form 6-K is incorporated by reference into BGM Group Ltd’s existing Form S-8 and Form F-3 registration statements, becoming part of those registration statements from the date it is furnished.

Insights

Capital markets analyst

BGM raises US$12M via a highly dilutive private placement including warrants.

BGM Group Ltd completed a private placement issuing 200,000,000 Class A ordinary shares at US$0.06 per share and warrants for up to 200,000,000 additional shares, for gross proceeds of US$12,000,000. This brings in fresh cash but also adds a large block of current and potential future shares.

The transaction structure mixes immediate equity issuance with warrant coverage, which can expand the share count further if exercised. Actual impact on existing holders depends on how the new capital is used and whether the warrants are exercised. Subsequent company filings may discuss deployment of the US$12,000,000 raised.

Key Figures

Shares issued: 200,000,000 Class A ordinary shares Subscription price: US$0.06 per share Gross proceeds: US$12,000,000 +2 more

5 metrics

Shares issued 200,000,000 Class A ordinary shares Issued in private placement closed June 8, 2026

Subscription price US$0.06 per share Price for Class A ordinary shares in private placement

Gross proceeds US$12,000,000 Total gross proceeds from private placement

Warrants issued Up to 200,000,000 shares Warrants to purchase Class A ordinary shares

Par value US$0.00833335 per share Par value of Class A ordinary shares

Key Terms

private placement, Class A ordinary shares, warrants, gross proceeds, +1 more

5 terms

private placement financial

"the Company entered into a securities purchase agreement with certain investors for a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Class A ordinary shares financial

"200,000,000 Class A ordinary shares of par value US$0.00833335 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

warrants financial

"and warrants to purchase up to an aggregate of 200,000,000 Class A Ordinary Shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

gross proceeds financial

"for gross proceeds of US$12,000,000"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

incorporated by reference regulatory

"This report on Form 6-K is incorporated by reference into the registration statements"

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

BGM Group Ltd

No.152 Hongliang East 1^st Street, No. 1703,

Tianfu New District, Chengdu, 610200,

People’s Republic of China

+86-028-64775180

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F x      Form 40-F ¨

Closing of Private Placement

As previously disclosed in the Form 6-K furnished to the U.S. Securities and Exchange Commission on May 18, 2026 by BGM Group Ltd (the “Company”), the Company entered into a securities purchase agreement with certain investors for a private placement (the “Private Placement”) of 200,000,000 Class A ordinary shares of par value US$0.00833335 per share (the “Class A Ordinary Shares”) at the subscription price of US$0.06 per Class A Ordinary Share and warrants to purchase up to an aggregate of 200,000,000 Class A Ordinary Shares. The Private Placement closed on June 8, 2026. In connection with the closing, the Company issued an aggregate of 200,000,000 Class A Ordinary Shares and warrants to purchase up to an aggregate of 200,000,000 Class A Ordinary Shares for gross proceeds of US$12,000,000.

Incorporation By Reference

This report on Form 6-K is incorporated by reference into the registration statements on Form S-8 (File nos. 333-287750 and 333-278592) and Form F-3 (File nos. 333-285635, 333-282998 and 333-278591) of the Company and shall be deemed a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by subsequently filed or furnished documents or reports.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BGM Group Ltd
Date: June 9, 2026	By:	/s/ Huandi Zhao
	Name:	Huandi Zhao
	Title:	Director and Co-Chief Executive Officer

FAQ

What did BGM Group Ltd (BGM) announce in this Form 6-K?

BGM Group Ltd reported the closing of a private placement, issuing 200,000,000 Class A ordinary shares and related warrants for gross proceeds of US$12,000,000. The update is furnished on Form 6-K and linked to existing registration statements.

How much capital did BGM Group Ltd (BGM) raise in the private placement?

BGM Group Ltd raised gross proceeds of US$12,000,000 through the private placement. The company sold 200,000,000 Class A ordinary shares at US$0.06 per share and issued warrants to purchase up to 200,000,000 additional Class A ordinary shares.

What securities were issued in BGM Group Ltd’s (BGM) private placement?

BGM Group Ltd issued 200,000,000 Class A ordinary shares of par value US$0.00833335 and warrants to purchase up to 200,000,000 Class A ordinary shares. The shares were sold at a subscription price of US$0.06 per share to certain investors.

When did BGM Group Ltd (BGM) close its private placement transaction?

BGM Group Ltd closed its private placement on June 8, 2026. On that date, the company issued the 200,000,000 Class A ordinary shares and the associated warrants, receiving gross cash proceeds of US$12,000,000 from participating investors.

How is this BGM Group Ltd (BGM) Form 6-K used in other SEC registrations?

The Form 6-K is incorporated by reference into BGM Group Ltd’s existing Form S-8 and Form F-3 registration statements. This means the information in this report becomes part of those registration statements from the date it is furnished.