BGM Group expects 12.7M Class A shares after consolidation

Class A shares are expected to begin trading on a post-consolidation basis at market open on October 1, 2026.

Rhea-AI Filing Summary

BGM Group Ltd. will effect a 30-for-1 share consolidation of all issued and unissued Class A ordinary shares, Class B ordinary shares and preferred shares. Class A ordinary shares outstanding were 380,623,358 as of September 21, 2026; the company states that the consolidation will reduce them to 12,687,445, subject to adjustment for fractional-share treatment. Class A shares are expected to begin trading on a post-consolidation basis at market open on October 1, 2026, continuing on The Nasdaq Capital Market under symbol BGM. Each shareholder will receive one share in lieu of a fractional share of that class. Shareholders approved the consolidation on September 5, 2026, following board approval on August 11, 2026. Shareholders holding stock certificates will receive exchange instructions from Transhare Corporation; holders through brokerage accounts or in “street name” are not required to take action.

Filing Explained

Once the approved consolidation takes effect, BGM says its authorized share capital will comprise 5 billion Class A, 20 million Class B and 10 million preferred shares, totaling US$15,090,000; these are authorized amounts, not additional shares disclosed as issued.

Key Figures

Share consolidation ratio: 30-for-1 Class A ordinary shares outstanding before consolidation: 380,623,358 shares Class A ordinary shares after consolidation: 12,687,445 shares +1 more

4 metrics

Share consolidation ratio 30-for-1 Applies to Class A ordinary shares, Class B ordinary shares and preferred shares.

Class A ordinary shares outstanding before consolidation 380,623,358 shares As of September 21, 2026.

Class A ordinary shares after consolidation 12,687,445 shares Subject to adjustment resulting from the treatment of fractional shares.

Authorized share capital after consolidation US$15,090,000 The company states this will apply immediately following the consolidation.

Key Terms

Share Consolidation, fractional share, street name, authorised share capital

4 terms

Share Consolidation financial

"at a ratio of thirty (30)-for-one (1)"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

fractional share financial

"No fractional shares shall be issued"

A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.

street name financial

"hold their shares in brokerage accounts or “street name”"

A "street name" is a way that stocks or other financial assets are registered under a broker's name rather than directly in an individual investor's name. This allows for easier buying, selling, and transferring of the assets, much like how a library might hold books on behalf of many readers. For investors, using a street name simplifies transactions and helps maintain privacy, but it also means the broker is the official record holder of ownership.

authorised share capital financial

"the authorised share capital of the Company"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is BGM's share consolidation ratio, and how many Class A shares will remain?

BGM Group's consolidation is 30-for-1. The company states that its 380,623,358 Class A ordinary shares outstanding as of September 21, 2026 will be reduced to 12,687,445, subject to adjustment resulting from the treatment of fractional shares.

When will BGM's consolidated Class A shares begin trading?

Trading on a post-consolidation basis is expected to begin at market open on October 1, 2026. The shares will continue trading on The Nasdaq Capital Market under symbol BGM.

Do BGM shareholders need to exchange their shares after the consolidation?

Shareholders holding stock certificates will receive instructions from Transhare Corporation, the transfer agent and exchange agent, about exchanging old certificates for new ones if they wish. Holders through brokerage accounts or in “street name” are not required to take action.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 04:31 PM Accepted by SEC EDGAR 09/24/2026 - 04:30 PM Learn about SEC filing dates

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 September 2026

Commission File Number: 001-39805

BGM Group Ltd

No.152 Hongliang East 1st 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 of Form 20-F or Form 40-F.

Form 20-F x  Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

CONTENT

BGM Group Ltd. Announces Share Consolidation

BGM GROUP LTD., a Cayman Islands company (the “Company”), announced that it will effect a share consolidation of all of its issued and unissued Class A ordinary shares, Class B ordinary shares and preferred shares, of US$0.0001 par value each, at a ratio of thirty (30)-for-one (1) whereby every thirty (30) Class A ordinary shares of par value of US$0.0001 each be consolidated into one (1) Class A ordinary share of par value of US$0.003, every thirty (30) Class B ordinary shares of par value of US$0.0001 each be consolidated into one (1) class B ordinary share of par value of US$0.003 and every thirty (30) preferred shares of par value of US$0.0001 each be consolidated into one (1) preferred share of par value of US$0.003 (the “Share Consolidation”). No fractional shares shall be issued to any shareholders in connection with the Share Consolidation, and that each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have resulted from the Share Consolidation.

The Company’s Class A ordinary shares are expected to begin trading on a post-consolidation basis at the market open on October 1, 2026. Upon the market opening on October 1, 2026, the Company’s Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “BGM” with the new CUSIP number G7307E131.

The Share Consolidation was approved by the Company’s shareholders at the extraordinary general meeting held on September 5, 2026 and the board of directors of the Company on August 11, 2026.

As of September 21, 2026, there were 380,623,358 of the Company’s Class A ordinary shares outstanding. Effecting the thirty (30)-for-one (1) Share Consolidation will reduce the outstanding Class A ordinary shares to 12,687,445, subject to adjustment resulting from the treatment of fractional shares.

Immediately following the Share Consolidation, the authorised share capital of the Company will be increased to US$15,090,000 divided into 5,000,000,000 class A ordinary shares of par value of US$0.003 each, 20,000,000 class B ordinary shares of par value of US$0.003 each, and 10,000,000 preferred shares of par value of US$0.003 each.

The Company’s transfer agent, Transhare Corporation, which is also acting as the exchange agent for the Share Consolidation, will send instructions to shareholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take action to implement the exchange of their shares.

Forward-looking Statements

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates", "target", "going forward", "outlook" and similar statements. Such statements are based upon management's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

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.

Date: September 24, 2026	BGM GROUP LTD.
	By:	/s/ Huandi Zhao
		Huandi Zhao
		Co-Chief Executive Officer and Director (Principal Executive Officer)