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 November 2024
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 Share Subscription Agreements
On
November 1, 2024, BGM Group Ltd (the “Company”), entered into share subscription agreements (the “Share
Subscription Agreements”) separately with each of Ahanzhai Development Co., Ltd, a British Virgin Islands company (“Ahanzhai
Development”), and LX Management Company Limited, a Hong Kong company (“LX Management”). Pursuant to the Share Subscription
Agreements, the Company agreed to issue to Ahanzhai Development and LX Management 10,200,000 and 9,800,000 Class B ordinary shares
of par value of US$0.00833335 each of the Company (the “Subscription Shares”, each “a Subscription Share”), respectively.
The purchase price per Subscription Share is US$0.05 and Ahanzhai Development and LX Management agreed to pay to the Company a total
consideration of US$510,000 and US$490,000, respectively. The gross proceeds to the Company from such transaction will be approximately
$1 million.
The
issuance of the Subscription Shares was approved by the board of directors of the Company. The Subscription Shares are expected
to be issued on or around November 27, 2024. After the issuance of the Subscription Shares, Ahanzhai Development will hold approximately
38.8% of the total outstanding shares of the Company, representing approximately 50.8% of the Company’s aggregate voting power.
Ahanzhai Development is wholly owned by Zhanchang Xin, the Chairman of the Company. LX Management will hold approximately 36.0% of the
total outstanding shares of the Company, representing approximately 48.8% of the Company’s aggregate voting power. LX Management
is wholly owned by Furong Cao, director of the Company. The rights of holders of Class A and Class B ordinary shares are identical,
except for voting and conversion rights:
Voting.
Each holder of Class B ordinary shares shall, on a poll, be entitled to exercise one hundred (100) votes for each Class B
ordinary share he or she holds on any and all matters.
Conversion.
Each Class B ordinary share shall be convertible, at the option of the holder thereof, with the consent of the directors
by a vast majority of no less than two-thirds votes at a board meeting or by the written resolutions of all the directors, at any time
after the date of issuance of such share, at the office of the Company or any transfer agent for such share, into one fully paid and
non-assessable Class A ordinary share.
Each
Class B ordinary share that is the subject of a Transfer Event (as defined in the Third Amended and Restated Memorandum and
Articles of Association of the Company) shall automatically be converted into one Class A ordinary share upon the occurrence of
the Transfer Event. Transfer Event means any sale, transfer, assignment, alienation, pledge, charge, encumbrance or disposition (including
by will or the laws of descent and distribution) of the legal or beneficial title to a Class B ordinary share by the holder thereof
or an affiliate of such holder or the transfer or assignment of the voting rights attached to any Class B ordinary share to be cast
under the direction of any person or entity that is not an affiliate of such holder.
Each Class B ordinary share shall automatically
be converted into one Class A ordinary share upon the occurrence of the B Threshold Event. B Threshold Event means the closing of
a transaction resulting in Zhanchang Xin holding fewer than 5% of the issued and outstanding Class B ordinary shares.
The
Share Subscription Agreements are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 6-K. The
foregoing is only a brief description of the material terms of the Share Subscription Agreements, 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 exhibits.
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:
November 27, 2024
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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 |
Exhibit 99.1
SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made on November
1, 2024, between the following parties:
| (1) | Ahanzhai Development Co., Ltd, a company duly incorporated and validly existing under the laws of the
British Virgin Islands, (the "Subscriber"); and |
| | | |
| (2) | BGM Group Ltd, an exempt company with limited liability incorporated under the laws of Cayman Islands
(Nasdaq: BGM) (the "Company"). |
The Subscriber and the Company
are collectively referred to as the "Parties" and each a "Party."
1.1 Subject to the terms
and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of
the title and interest in and to 10,200,000 class B ordinary shares of par value of US$0.00833335 each in the share capital of the Company
(the "Subscription Shares"), together with all rights, dividends, entitlements and benefits now and hereafter attaching
thereto, with the consideration as set forth in Clause 3.
1.2 The Company shall instruct
Vstock Transfer, the transfer agent of Subscription Shares, to park the Subscription Shares in Vstock Transfer under the name of the Subscriber.
Vstock Transfer shall forward an official document that certifies the number of Subscription Shares and the pertinent amount of consideration
parked under the Subscriber.
2.1 Payment of the consideration
for the Subscription Shares by the Subscriber shall be conditional upon the completion of the issuance and allotment of the Subscription
Shares to the Subscriber in accordance with Clause 1 (“Condition Precedent”).
3.1 The Parties agree that
the total consideration of the Subscription Shares shall be US$0.05 per Subscription Share and US$510,000 in total payable by the Subscriber
to a bank account designated by the Company. Any bank charges and currency conversion charges for transferring the fund shall be borne
and paid by the Subscriber. The consideration for the Subscription Shares shall be paid within 20 business days upon the satisfaction
of the Condition Precedent.
3.2 Any taxation and governmental
charges in connection with the issuance and allotments of the Subscription Shares and arising from the execution or performance of this
Agreement shall be borne by the Subscriber.
| 4. | THE SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS |
As of the date of this Agreement,
the Subscriber makes the following representations, warranties and covenants to the Company:
4.1 It is incorporated and
validly existing under the applicable law and has the right to execute this Agreement.
4.2 It warrants that it will
actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares
pursuant to the applicable laws and regulations so as to ensure that the Subscriber legally own the Subscription Shares.
4.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
| 5. | THE COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS |
As of the date of this Agreement,
the Company makes the following representations, warranties and covenants to the Subscriber:
5.1 It is incorporated and
validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently
conducted and to execute this Agreement.
5.2 It has the legal right
and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which,
when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.
5.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
5.4 The execution of, and
the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:
5.4.1 result
in a breach of any provision of its articles of association or any other constitutional document; and
5.4.2 result in a breach of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any
court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.
This Agreement constitutes
the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral
and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the
date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation,
warranty or undertaking which is not included in this Agreement.
If any provision of this Agreement
shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of
this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable
in accordance with their terms.
No Party shall be entitled
to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the
applicable law.
Unless otherwise provided in
this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to
the execution and implementation of this Agreement (including without limitation legal fees).
All notices shall be delivered
either by hand, registered airmail or email to the following addresses (as the case may be):
Subscriber: Ahanzhai Development
Co., Ltd
Address:
OMC Charters, Wickham Cay
1,
Road Town, Tortola,
British Virgin Islands
Email: xinzc@163.com
Company: BGM Group Ltd
Address: Room 1703.
No. 152 Hongliang East lst
Street, Tianfu New District,
Chengdu, PRC
Email: info@qiliancorp.com
Notices shall be deemed to
have been delivered at the following times:
| i. | if by hand, on reaching the designated address subject to proof of delivery; |
| | | |
| ii. | if by courier, the fifth business day after the date of dispatch; and |
| | | |
| iii. | if by email, based on the date of the email shown in the incoming mailbox. |
| 11. | LIABILITY FOR BREACH OF AGREEMENT |
11.1 If
either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement, such
Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.
11.2 The liability for
breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of this
Agreement and/or the completion of the equity interest transfer formalities.
| 12. | GOVERNING LAW AND SUBMISSION TO JURISDICTION |
12.1 This Agreement
shall be construed in accordance with and be governed by the laws of Hong Kong.
12.2 Any
dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall
be settled by arbitration in the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules in accordance with
the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration in force at the date
of this Agreement. The arbitration shall be conducted in Chinese.
12.3 The
award of the arbitral tribunal shall be final and binding upon the parties to the arbitration, and the prevailing party may apply to
a court of competent jurisdiction for enforcement of such award.
This Agreement may be entered
into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter
into this Agreement by executing any such counterpart.
(The remainder of this page
is intentionally left blank)
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| Subscriber: |
Ahanzhai Development Co., Ltd |
| |
|
| |
By: |
/s/ Zhanchang Xin |
| |
Name: Zhanchang Xin |
| |
Title: Director |
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| COMPANY: |
BGM Group Ltd |
| |
|
| |
By: |
/s/ Zhanchang Xin |
| |
Name: Zhanchang Xin |
| |
Title: Director |
Exhibit 99.2
SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made on November
1, 2024., between the following parties:
| (1) | LX Management Company Limited, a company duly incorporated and validly existing under the laws of Hong
Kong, (the "Subscriber"); and |
| | | |
| (2) | BGM Group Ltd, an exempt company with limited liability incorporated under the laws of Cayman Islands
(Nasdaq: BGM) (the "Company"). |
The Subscriber and the Company
are collectively referred to as the "Parties" and each a "Party."
1.1 Subject to the terms
and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of
the title and interest in and to 9,800,000 class B ordinary shares of par value of US$0.00833335 each in the share capital of the Company
(the "Subscription Shares"), together with all rights, dividends, entitlements and benefits now and hereafter attaching
thereto, with the consideration as set forth in Clause 3.
1.2 The Company shall instruct
Vstock Transfer, the transfer agent of Subscription Shares, to park the Subscription Shares in Vstock Transfer under the name of the Subscriber.
Vstock Transfer shall forward an official document that certifies the number of Subscription Shares and the pertinent amount of consideration
parked under the Subscriber.
2.1 Payment of the consideration
for the Subscription Shares by the Subscriber shall be conditional upon the completion of the issuance and allotment of the Subscription
Shares to the Subscriber in accordance with Clause 1 (“Condition Precedent”).
3.1 The Parties agree that
the total consideration of the Subscription Shares shall be US$0.05 per Subscription Share and US$490,000 in total payable by the Subscriber
to a bank account designated by the Company. Any bank charges and currency conversion charges for transferring the fund shall be borne
and paid by the Subscriber. The consideration for the Subscription Shares shall be paid within 20 business days upon the satisfaction
of the Condition Precedent.
3.2 Any taxation and governmental
charges in connection with the issuance and allotments of the Subscription Shares and arising from the execution or performance of this
Agreement shall be borne by the Subscriber.
| 4. | THE SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS |
As of the date of this Agreement,
the Subscriber makes the following representations, warranties and covenants to the Company:
4.1 It is incorporated and
validly existing under the applicable law and has the right to execute this Agreement.
4.2 It warrants that it will
actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares
pursuant to the applicable laws and regulations so as to ensure that the Subscriber legally own the Subscription Shares.
4.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
| 5. | THE COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS |
As of the date of this Agreement,
the Company makes the following representations, warranties and covenants to the Subscriber:
5.1 It is incorporated and
validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently
conducted and to execute this Agreement.
5.2 It has the legal right
and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which,
when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.
5.3 The signatory whose name
appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
5.4 The execution of, and
the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:
5.4.1 result in a breach
of any provision of its articles of association or any other constitutional document; and
5.4.2 result in a breach
of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any court, governmental agency
or regulatory body to which it is a party or by which it or any of its assets is bound.
This Agreement constitutes
the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral
and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the
date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation,
warranty or undertaking which is not included in this Agreement.
If any provision of this Agreement
shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of
this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable
in accordance with their terms.
No Party shall be entitled
to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the
applicable law.
Unless otherwise provided in
this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to
the execution and implementation of this Agreement (including without limitation legal fees).
All notices shall be delivered
either by hand, registered airmail or email to the following addresses (as the case may be):
Subscriber: LX Management Company
Limited
Address:
FLAT 1512, 15/F, LUCKY CENTRE,
NO.165-171 WAN CHAI ROAD,WAN
CHAI,
HONG KONG
Email: qt6356@outlook.com
Company: BGM Group Ltd
Address:
Room1703
No.152 Hongliang East lst
Street, Tianfu New District,
Chengdu, PRC
Email: info@qiliancorp.com
Notices shall be deemed to
have been delivered at the following times:
| i. | if by hand, on reaching the designated address subject to proof of delivery; |
| | | |
| ii. | if by courier, the fifth business day after the date of dispatch; and |
| | | |
| iii. | if by email, based on the date of the email shown in the incoming mailbox. |
| 11. | LIABILITY FOR BREACH OF AGREEMENT |
11.1
If either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement,
such Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.
11.2 The
liability for breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of
this Agreement and/or the completion of the equity interest transfer formalities.
| 12. | GOVERNING LAW AND SUBMISSION TO JURISDICTION |
12.1
This Agreement shall be construed in accordance with and be governed by the laws of Hong Kong.
12.2 Any dispute,
controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be settled
by arbitration in the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules in accordance with the Hong
Kong International Arbitration Centre Procedures for the Administration of International Arbitration in force at the date of this
Agreement. The arbitration shall be conducted in Chinese.
12.3 The award of the
arbitral tribunal shall be final and binding upon the parties to the arbitration, and the prevailing party may apply to a court of
competent jurisdiction for enforcement of such award.
This Agreement may be entered
into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter
into this Agreement by executing any such counterpart.
(The remainder of this page
is intentionally left blank)
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| Subscriber: |
LX Management Company Limited |
| |
|
| |
By: |
/s/ Furong Cao |
| |
Name: Furong Cao |
| |
Title: Director |
IN WITNESS whereof the Parties
have executed this Agreement on the day and year first above written.
| COMPANY: |
BGM Group Ltd |
| |
|
| |
By: |
/s/ Zhanchang Xin |
| |
Name: Zhanchang Xin |
| |
Title: Director |
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