[6-K] BGM Group Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

BGM Group Ltd reports the results of its July 9, 2026 extraordinary general meeting in Chengdu. Shareholders holding 245,400,111 ordinary shares out of 400,623,358 issued and outstanding as of June 12, 2026 were present, constituting a quorum, and all resolutions were passed.

The board is authorized, for 3 calendar years after the meeting, to set a Share Consolidation ratio within an approved range, implement corresponding post-share-consolidation share capital increases, adopt new memorandum and articles of association, carry out a share capital reduction and reorganization, and amend existing constitutional documents, subject to required filings, approvals, and consents under Cayman Islands and other applicable laws.

Filing Explained

Shareholders approved a capital-structure package, but its ratio, timing, and implementation remain unsettled pending board action and required approvals.

At the July 9, 2026 extraordinary general meeting, BGM Group’s shareholders passed all resolutions presented. The approved package concerns the Company’s share count and capital structure through a share consolidation, a post-consolidation share capital increase, a capital reduction and reorganization, and amended constitutional documents.

The approval is complete, while the underlying changes are not reported as implemented: the board is authorized to carry them out, subject to required filings, approvals or consents under Cayman Islands and other applicable law. The board may exercise that authority for three calendar years after the meeting, and the final post-consolidation share count cannot yet be established because the board is to set the consolidation ratio within the approved range.

The key follow-up is the board’s selection of the consolidation ratio and any required regulatory or legal approvals; this filing does not state that those implementation steps have occurred.

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Available on EDGAR 07/13/2026 - 04:30 PM Accepted by SEC EDGAR 07/13/2026 - 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 July 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): ¨

Results of the July 9, 2026 Extraordinary General Meeting

BGM GROUP LTD., a Cayman Islands company (the “Company”), held its extraordinary general meeting of the members of the Company (the “Meeting”) on July 9, 2026, at 9:00 p.m., Eastern Time (July 10, 2026, at 9:00 a.m., Beijing Time), at No. 152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, PRC 610200. Holders of a total of 245,400,111 ordinary shares, out of a total of 400,623,358 ordinary shares issued and outstanding and entitled to vote as of the record date of June 12, 2026, were present in person or by proxy at the Meeting, constituting a quorum. All resolutions presented to the shareholders at its Meeting were duly passed. Capitalized terms not otherwise defined in this report shall have the meanings assigned to them in the Company’s notice of the Meeting dated June 17, 2026.

The full text of each resolution was included in the notice of the Meeting, which was filed with the Securities and Exchange Commission (the “SEC”) on Form 6-K on June 17, 2026. The full text of each resolution is also available on the Company’s website, https://www.bgmgroupltd.com/.

The board of directors of the Company is authorized to set a Share Consolidation ratio within the Range to implement the Share Consolidation, implement a Post-Share Consolidation Share Capital Increase and adopt New M&A upon each Share Consolidation and the corresponding Post-Share Consolidation Share Capital Increase and to effect the Share Capital Reduction and Reorganization and to amend the Existing M&A, each as approved at the Meeting, and to take all actions, execute and deliver all documents and make all filings and registrations necessary or desirable to give effect to such matters, subject to any required filings, approvals or consents under Cayman Islands law and other applicable law, for a period of 3 calendar years after the conclusion of the Meeting.

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: July 13, 2026

BGM GROUP LTD.
By:	/s/ Huandi Zhao
Name:	Huandi Zhao
Title:	Co-Chief Executive Officer and Director (Principal Executive Officer)