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 2025
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 ¨
BGM Group Ltd Announces the Completion of Strategic Acquisition
Reference
is made to the Form 6-K filing that BGM Group Ltd (the “Company” or “BGM”) filed on
May 6, 2025, in relation to the contemplated acquisition of 100% equity interest of HM Management Company Limited (the “Target
Company”). Today BGM announces that the acquisition has been successfully consummated. In accordance with the Agreement dated
May 2, 2025 (the “Agreement”), BGM has acquired all of the equity interests of the Target Company, which comprises
of Catch Group Limited and Expansion Group Limited, the existing shareholders holding 100% equity securities of the Target Company (collectively
referred to as the “Sellers”).
As
consideration for this acquisition, BGM agreed to issue a total of 16,663,427 Class A ordinary shares of a par value of US$0.00833335
each of the Company (the “Consideration Shares”), at a purchase price of US$2.50 per share of the Consideration Shares.
As of June 20, 2025 (the “Closing Date”), the Sellers now collectively hold 16,663,427 Class A ordinary shares
of the Company, representing approximately 8.31% of the total issued and outstanding shares and approximately 0.76% of the total
voting power of the Company. Except as otherwise stated in the Agreement, the Sellers shall not, directly or indirectly, transfer, sell,
assign, pledge or dispose any Consideration Share at any time on or before the expiry of a 60-month period upon the Closing Date.
Through the acquisition as stated above, the Company
aims to expand its Company’s AI application portfolio and further integrate existing market resources from its AI insurance and
AI mobility businesses, further solidifying the Company’s position in the AI industry.
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:
June 26, 2025
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BGM Group Ltd |
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By: |
/s/
Chen Xin |
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Name: |
Chen Xin |
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Title: |
Chief Executive Officer |
