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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 August 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 ¨
CONTENT
Entry into an Acting in Concert Agreement
On July 5, 2025, BGM Group Ltd (the “Company”) was informed that Ms. Furong Cao (“Ms. Cao”), a Director of the Company, entered into an acting in concert agreement (the “Agreement”) through her wholly-owned subsidiary LX Management Company limited (“LX Management”), a company duly incorporated under the laws of Hong Kong with Mr. Zhanchang Xin (“Mr. Xin”), through his wholly-owned subsidiary Ahanzhai Development Limited (“Ahanzhai”), a company duly incorporated under the laws of British Virgin Islands. As of the date of the Agreement, Ms. Cao, directly and through Ahanzhai, holds 9,800,000 Class B ordinary shares of the Company, representing approximately 4.9% and 44.9% of the Company’s outstanding ordinary shares and aggregate voting power, respectively; Mr. Xin, directly and through LX Management, holds 10,200,000 Class B ordinary shares of the Company, representing approximately 5.1% and 46.8% of the Company’s outstanding ordinary shares and aggregate voting power, respectively.
With the purpose to maintain a stable shareholder structure and control of the Company, pursuant to the Agreement, both Ms. Cao and Mr. Xin, through Ahanzhai and LX Management, respectively, intended and agreed to act in concert relating to all matters that require the decisions of the shareholders of the Company and/or the Directors of the board of the directors of the Company, including but not limited to all the matters as stipulated in the memorandum and articles of association of the Company and the Agreement. Pursuant to the Agreement, Ms. Cao and Mr. Xin agree to vote in concert if a unanimous decision can be reached by both parties on a given matter; or, when a unanimous decision cannot be reached on a matter, then both parties agree to vote against such matter. The Agreement also contained customary representations, warranties and covenants of both the parties. As a result of the Agreement, Ms. Cao and Mr. Xin can both be deemed to be the beneficial owners of approximately 10.0% and 91.7% of the Company’s outstanding ordinary shares and aggregate voting power, respectively. The Agreement will remain effective until terminated by the parties.
The Agreement is filed as Exhibit 99.1 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Safe Harbor Statement
This announcement may contain forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking and reflect expectations and assumptions. Forward-looking statements are based on our current expectations of future events, and often can be identified in this announcement and elsewhere by using words such as “expect”, “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “goal,” “optimistic,” “anticipate,” “continue,” “plan,” “estimate,” “project,” “believe,” “should,” “could,” “will,” “would,” “possible,” “may,” “likely,” “intend,” “can,” “seek,” “potential,” “pro forma” or the negative thereof and similar expressions or future dates. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this announcement or to conform these statements to actual results or revised expectations.
EXHIBIT INDEX
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: August 14, 2025
| BGM Group Ltd | ||
| By: | /s/ Chen Xin | |
| Name: | Chen Xin | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ACTING IN CONCERT AGREEMENT
This Acting in Concert Agreement (the "Agreement") is executed on July 5, 2025 by the following parties:
| a) | Mr. Zhanchang Xin, a natural person of Chinese nationality with ID Card No.: [ ] ("Party A"); | |
| b) | Party A's Holding Company: Ahanzhai Development Limited, a British Virgin Islands company ("Party A's Holding Company"); | |
| c) | Ms. Furong Cao, a natural person of Chinese nationality with ID Card No.: [ ], and a director of BGM Group Ltd ("Party B"); | |
| d) | Party B's Holding Company: LX Management Company Limited, a Hong Kong company ("Party B's Holding Company"). |
Each of the parties above is referred to herein individually as a "Party". Party A, Party A's Holding Company, Party B and Party B's Holding Company are referred to herein collectively as the "Parties."
WHEREAS:
| 1. | As at the date of this Agreement, Party A, directly and through Party A's Holding Company, holds 10,200,000 Class B Ordinary Shares of BGM Group Ltd (the "Company"), representing approximately 5.1% of outstanding ordinary shares and approximately 46.8% of aggregate voting power; Party B, through Party B's Holding Company, holds 9,800,000 Class B Ordinary Shares of the Company, representing approximately 4.9% of outstanding ordinary shares and approximately 44.9% of aggregate voting power. |
| 2. | In order to maintain a stable shareholding structure and control of the Company, Party A and Party B intend to act in concert with each other on all matters that require the decisions of the shareholders and/or directors of the Company. |
| 3. | The Company is incorporated under the laws of the Cayman Islands and its Class A ordinary shares are listed and traded on The Nasdaq Capital Market under the symbol "BGM". |
THEREFORE, THE PARTIES AGREE UNANIMOUSLY TO THE FOLLOWING ARRANGEMENTS:
Article 1 - Acting in Concert Arrangements
1.1 During the effective period (the "Effective Period") commencing from the date that the Parties sign this Agreement (the "Commencing Date") until the Termination (as defined below), the Parties shall be deemed as actors in concert. Party B shall, and shall cause Party B's Holding Company to, act in concert with Party A and/or Party A's Holding Company in relation to all matters that require the decisions of the shareholders of the Company and/or the directors of the Board, including but not limited to all the matters stipulated in the memorandum and articles of association of the Company that need to be resolved at a shareholders' meeting and/or director meeting, specifically including:
a. nomination, appointment and removal of directors of the Company;
b. nomination, appointment and removal of the Chief Executive Officer of the Company;
c. approving or adjusting business plan or investment plan of the Company;
d. any amendment to the Memorandum and Articles of Association of the Company;
e. other material matters in relation to the operation or management of the Company.
Article 2 - Decision Making Process
2.1 For the purpose of Article 1 above, before the Parties act in concert, Party A and Party B shall consult and discuss the matters that require action in concert. Each of Party A and Party B agrees and confirms that:
(1) if Party A and Party B reach a unanimous agreement in relation to the matters that require consents, resolutions or voting by directors, both Party A and Party B shall vote in accordance to the unanimously agreed decision on such matters; if a unanimous decision cannot be reached, the both Party A and Party B shall vote against such matters; and
(2) if Party A's Holding Company and Party B's Holding Company reach a unanimous agreement in relation to the matters that require consents, resolutions or voting by shareholders, both Party A's Holding Company and Party B's Holding Company shall vote in accordance to the unanimously agreed decision on such matters; if a unanimous decision cannot be reached, then both Party A's Holding Company and Party B's Holding Company shall vote against such matters.
Article 3 - Representations, Warranties and Covenants
3.1 Each Party has the capacity and authority to enter into and perform this Agreement, which constitutes a legal, valid and binding obligation upon the Parties.
3.2 Neither Party shall enter into any agreement or contract with any third party that is identical or similar to the terms of this Agreement without the prior written consent of the other Party.
3.3 Each Party shall keep confidential any documents, materials, trade secrets, or other confidential information of the other Party obtained as a result of acting in concert.
3.4 The obligations undertaken herein are lawful and do not conflict with any other contractual obligations or violate any law.
Article 4 - Effectiveness and Duration
4.1 This Agreement shall come into force from the Commencing Date and shall remain effective until terminated by written agreement of the Parties (the "Termination").
4.2 All provisions relating to acting in concert are irrevocable during the Effective Period, and neither Party may rescind this Agreement or enter into any arrangement or agreement regarding concerted action with any third party without the prior written consent of the other Party.
Article 5 - Liability for Breach
5.1 Each Party shall strictly observe its obligations under this Agreement and act in concert as agreed. Any failure or partial failure to perform this Agreement shall constitute a material breach.
5.2 In the event of a breach of this Agreement by any Party (the "Breaching Party"), the non-breaching Party (the "Non-Breaching Party") shall be entitled to:
(a) seek specific performance and injunctive relief to compel compliance with the terms of this Agreement, without the requirement to post bond or other security; and
(b) claim damages for all direct and indirect losses, costs and expenses (including but not limited to legal fees and costs) suffered as a result of such breach.
5.3 The Breaching Party shall indemnify and hold harmless the Non-Breaching Party from and against any and all claims, demands, actions, suits, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or relating to such breach.
Article 6 - Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by the laws of Hong Kong without giving effect to the conflicts of law principles thereof.
6.2 Any dispute arising from or in connection with the performance of this Agreement shall be resolved through friendly consultation. Failing such consultation, either Party may submit the dispute to the Hong Kong International Arbitration Centre ("HKIAC") for arbitration in accordance with the Administered Arbitration Rules of HKIAC then in effect. The language of the arbitration shall be English.
Article 7 - Amendment and Miscellaneous
7.1 Any amendment or termination of this Agreement shall be effected only by a written agreement signed by both Parties.
7.2 This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof and supersedes all other agreements between or among any of the Parties with respect to the subject matter hereof. After the execution and delivery of this Agreement, to the extent that there is any conflict between this Agreement and any provision of any other agreement, arrangement or understanding, the terms and conditions of this Agreement shall prevail.
7.3 If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties.
7.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
7.5 This Agreement is executed in triplicate; each Party holds one copy, and the Company retains one copy. All copies have equal legal effect.
[Signature page to follow]
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.
| /s/ Zhanchang Xin | |
| ZHANCHANG XIN | |
| /s/ Furong Cao | |
| FURONG CAO | |
| /s/ Zhanchang Xin | |
| Zhanchang Xin for and on behalf of AHANZHAI DEVELOPMENT LIMITED | |
| /s/ Furong Cao | |
| Furong Cao for and on behalf of LX MANAGEMENT COMPANY LIMITED |