Leadership and committee overhaul at BGM Group (NASDAQ: BGM)

Rhea-AI Filing Summary

BGM Group Ltd announced significant leadership and board changes, including several director resignations and a co-chief executive officer transition effective May 7, 2026.

Director Yuehua Ren, Co-CEO Yuqing Li, and independent directors Lin Zhang and Maofan Tang resigned for personal reasons, with the company stating there was no dispute with the board. The board appointed Huandi Zhao as new Co-CEO and director, and added Jianping Mao and Junjie Wang as independent directors, each taking chair roles on the compensation and audit committees, respectively. Committee memberships across the audit, compensation, and nominating and corporate governance committees were reconstituted, with the audit committee meeting Nasdaq independence and financial expert standards, while the compensation and nominating committees continue to follow Cayman Islands home country practices allowed for foreign private issuers.

Insights

Corporate governance analyst

BGM reshapes top leadership and board oversight but maintains compliance structure.

BGM Group Ltd is undergoing a notable governance reshuffle, with one Co-CEO and multiple directors departing on May 7, 2026, and three new senior appointees joining the board and committees the same day. The company characterizes the resignations as for personal reasons and not due to disputes.

The refreshed board structure keeps key oversight mechanisms in place. The audit committee now includes three members the board deems independent under Nasdaq and SEC rules, with Junjie Wang identified as an audit committee financial expert and financially sophisticated. This helps preserve formal compliance around financial reporting and controls.

For compensation and nominating committees, BGM continues to rely on Cayman Islands home country practices rather than Nasdaq’s full independence requirements, as previously disclosed. That approach is permitted for foreign private issuers but means not all committee members must be independent, which shapes how executive pay and director nominations are overseen.

Key Terms

foreign private issuer, audit committee financial expert, Nasdaq Listing Rule 5605(a)(2), Regulation S-K, +1 more

5 terms

foreign private issuer regulatory

"As a foreign private issuer, as disclosed in the Form 20-F filed on January 27, 2025,"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

audit committee financial expert regulatory

"The Board has also determined that Mr. Junjie Wang qualifies as an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Nasdaq Listing Rule 5605(a)(2) regulatory

"meets the independence criteria set forth in Nasdaq Listing Rule 5605(a)(2) and the heightened independence requirements"

Nasdaq Listing Rule 5605(a)(2) sets the criteria Nasdaq uses to decide whether a company’s board members are independent, listing examples of relationships or ties that would disqualify a director from being considered independent. Investors care because a board with genuinely independent directors acts like an impartial referee overseeing management decisions, reducing conflicts of interest and improving the chance that shareholder interests are protected and corporate decisions are scrutinized effectively.

Regulation S-K regulatory

"would require disclosure under Item 404(a) of Regulation S-K."

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Nominating and Corporate Governance Committee financial

"the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”)"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

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 May 2026

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 ¨

Change of Directors and Co-Chief Executive Officer

Departure of Directors and Co-Chief Executive Officer

On May 4, 2026, the board of directors (the “Board”) of BGM Group Ltd (the “Company”) received the resignation letters of Ms. Yuehua Ren (“Ms. Ren”) from her position as a director of the Company, Mr. Yuqing Li (“Mr. Li”) from his position as co-chief executive officer (“Co-CEO”) of the Company, Mr. Lin Zhang (“Mr. Zhang”) from his position as independent director of the Company and chairman of the compensation committee of the Board (the “Compensation Committee”), as well as member of the audit committee of the Board (the “Audit Committee”) and the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), and Mr. Maofan Tang (“Mr. Tang”) from his position as chairman of the Audit Committee and member of the Compensation Committee and the NCG Committee, effective from May 7, 2026.

Ms. Ren’s, Mr. Li’s, Mr. Zhang’s and Mr. Tang’s resignations were due to their personal reasons and not as the result of any dispute or disagreement with the Company or the Board.

Appointment of New Directors and Co-Chief Executive Officer

Effective from May 7, 2026, for a three-year term of office, the Board appointed Ms. Huandi Zhao (“Ms. Zhao”) as Co-CEO and a director of the Company, Mr. Jianping Mao (“Mr. Mao”) as an independent director of the Company and the chairman of Compensation Committee and a member of the Audit Committee and NCG Committee, Mr. Junjie Wang (“Mr. Wang”) as an independent director of the Company and the chairman of the Audit Committee and a member of the Compensation Committee and NCG Committee.

The biographical information of Ms. Zhao is set forth below:

Ms. Zhao served as the Chief Technology Officer of Innovation Global Financial Group Limited from May 2021 to December 2025 and she was responsible for the strategic planning and implementation of the AI transformation of the company and daily management and operation of IT department. Previously, she served as the Vice President of IT department of Hebei Kanyu Insurance Agency Company Limited from February 2017 to December 2020. Ms. Zhao holds a Bachelor of Computer and Technology from Hebei University.

Ms. Zhao does not have a family relationship with any director or executive officer of the Company. She has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

The biographical information of Mr. Mao is set forth below:

Mr. Mao has served as the Financial Consultant of Huasu Capital from October 2012 to the present, where he is responsible for providing comprehensive financial planning and investment advisory services to high-net-worth individual and corporate clients. From July 2004 to September 2012, he served as an analyst at Guoshi Data Technology (Shanghai) Co., Ltd. Mr. Mao holds a bachelor of Mechanical Automation from Xinjian University.

Mr. Mao does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

The biographical information of Mr. Wang is set forth below:

Since November 2024, Mr. Wang has served as the Chief Financial Officer of Waltz Ltd., in which he is responsible for the company’s financial management, investment strategy, and capital markets and listing matters. From April 2023, he served as the Financial Controller of Shenzhen Huashuo New Material Application Technology Co., Ltd., overseeing financial management, investment activities, and preparation for potential listing. He worked as Project Assistant at Shenzhen Everbloom Investment Advisory Co., Ltd. from November 2021 to March 2023. Mr. Wang holds a master degree of Quantitative Finance and a bachelor degree of Mathematics and Finance from University of Technology Sydney.

Mr. Wang does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

Change in the Composition of Board Committees

Effective May 7, 2026, the composition of the Board’s committees was reconstituted as follows:

Audit Committee

The Audit Committee of the Board shall now comprise Mr. Jianping Mao, Mr. Junjie Wang, and Ms. Waihua Xu. The Board has appointed Mr. Junjie Wang as the chairman of the Audit Committee.

The Board has determined that each member of the Audit Committee meets the independence criteria set forth in Nasdaq Listing Rule 5605(a)(2) and the heightened independence requirements of Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. Junjie Wang qualifies as an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K and satisfies the financial sophistication requirements under Nasdaq Listing Rule 5605(c)(2)(A).

Compensation Committee

The Compensation Committee of the Board shall now comprise Mr. Jianping Mao, Ms. Waihua Xu and Mr. Junjie Wang. The Board has appointed Mr. Jianping Mao as the chairman of the Compensation Committee.

As a foreign private issuer, as disclosed in the Form 20-F filed on January 27, 2025, the Company elected to follow its home country practice (Cayman Islands) in lieu of the requirements of Nasdaq Listing Rule 5605(d)(2), as permitted by Nasdaq Listing Rule 5615(a)(3). Accordingly, the Company’s Compensation Committee is not required to be composed solely of independent directors.

NCG Committee

The Nominating and Corporate Governance Committee of the Board shall now comprise Ms. Waihua Xu, Mr. Jianping Mao and Mr. Junjie Wang. Ms. Waihua Xu is the chairman of the Nominating and Corporate Governance Committee.

As a foreign private issuer, as disclosed in the Form 20-F filed on January 27, 2025, the Company elected to follow its home country practice (Cayman Islands) in lieu of the requirements of Nasdaq Listing Rule 5605(e)(1), as permitted by Nasdaq Listing Rule 5615(a)(3). Accordingly, the Company’s Nominating and Corporate Governance Committee is not required to be composed solely of independent directors.

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.

Dated: May 7, 2026

	BGM Group Ltd
	By:	/s/ Chen Xin
	Name:	Chen Xin
	Title:	Co-Chief Executive Officer

FAQ

What leadership changes did BGM (BGM) announce in this Form 6-K?

BGM announced that director Yuehua Ren, Co-CEO Yuqing Li, and independent directors Lin Zhang and Maofan Tang resigned effective May 7, 2026. The board simultaneously appointed Huandi Zhao as Co-CEO and director, and added Jianping Mao and Junjie Wang as new independent directors with key committee roles.

Who is the new Co-CEO of BGM (BGM) and what is her background?

BGM appointed Huandi Zhao as Co-CEO and director effective May 7, 2026. She previously served as Chief Technology Officer of Innovation Global Financial Group Limited, leading AI transformation and IT operations, and earlier was Vice President of the IT department at Hebei Kanyu Insurance Agency Company Limited.

How did BGM (BGM) change its board committee compositions?

Effective May 7, 2026, BGM reconstituted all three key board committees. The audit committee now includes Jianping Mao, Junjie Wang, and Waihua Xu, with Wang as chair. Mao chairs the compensation committee, and Xu chairs the nominating and corporate governance committee, each with overlapping membership across these committees.

Does BGM (BGM) meet Nasdaq independence requirements for its audit committee?

BGM states that each audit committee member—Jianping Mao, Junjie Wang, and Waihua Xu—meets Nasdaq Listing Rule 5605(a)(2) independence criteria and Rule 10A-3(b)(1) requirements. The board also determined that Junjie Wang qualifies as an audit committee financial expert and satisfies Nasdaq’s financial sophistication standard.

What home country practices does BGM (BGM) follow for its committees?

As a foreign private issuer, BGM follows Cayman Islands home country practices instead of Nasdaq Listing Rules 5605(d)(2) and 5605(e)(1) for its compensation and nominating committees. This means those committees are not required to be composed solely of independent directors, a choice previously disclosed in its Form 20-F.

Were the BGM (BGM) director and Co-CEO resignations related to disputes?

The company states that the resignations of director Yuehua Ren, Co-CEO Yuqing Li, and independent directors Lin Zhang and Maofan Tang were due to their personal reasons. It specifically notes that these departures were not the result of any dispute or disagreement with the company or the board.