Securities
and Exchange Commission,
Washington,
D.C. 20549
Schedule
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
| BGM
Group Ltd |
| (Name of
Issuer) |
Class
A Ordinary Shares
(Title
of Class of Securities)
G7307E123**
(CUSIP
Number)
Zhanchang
Xin
No. 152
Hongliang East 1st Street, No. 1703,
Tianfu
New District, Chengdu, 610200
People’s
Republic of China
+86-028-64775180
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
1, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**This
refers only to the CUSIP of the Class A ordinary shares, par value $0.00833335 each, of the Issuer. There is no CUSIP for the Class B
ordinary shares, par value $0.00833335 each, of the Issuer.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G7307E123 |
Page 2 of 6 Pages |
| (1) |
Names of reporting person:
Zhanchang Xin |
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐
(b) ☐ |
| (3) |
SEC use only
|
| (4) |
Source of funds (see instructions)
PF |
| (5) |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
|
| (6) |
Citizenship or place of organization
People’s Republic of China |
|
Number of
shares beneficially owned by each reporting person
with: |
(7) |
Sole voting power
2,767,800 Class A ordinary shares (*)
10,200,000 Class B ordinary shares (**) |
| (8) |
Shared voting power
0 |
| (9) |
Sole dispositive power
2,767,800 Class A ordinary shares (*)
10,200,000 Class B ordinary shares (**) |
| (10) |
Shared dispositive power
0 |
| (11) |
Aggregate amount beneficially owned by each reporting person
2,767,800 Class A ordinary shares (*)
10,200,000 Class B ordinary shares (**) |
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
¨ |
| (13) |
Percent of class represented by amount in Row (11)
38.3% of the issued and outstanding Class A ordinary shares (***)
51.0% of the issued and outstanding Class B ordinary shares (****) |
| (14) |
Type of reporting person (see instructions)
IN |
*
Representing 2,400,000 Class A ordinary shares of the Issuer (the “Class A Ordinary Shares”) held directly by Zhanchang
Xin (“Mr. Xin”) and 367,800 Class A Ordinary Shares held indirectly by Mr. Xin, through Ahanzhai Development Limited
(“Ahanzhai Ltd.”). Ahanzhai Ltd. is wholly owned by Mr. Xin. According to the third amended and restated memorandum
and articles of association (the “Third M&A”) of the Issuer, each Class B ordinary share of the Issuer (the “Class
B Ordinary Share”) is 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, into one Class A Ordinary Share.
Each Class B Ordinary Share is entitled to one hundred (100) votes on all matters subject to vote at general meetings of the Issuer, whereas
each Class A Ordinary Share is entitled to one (1) vote.
** Representing 10,200,000 Class B Ordinary Shares held indirectly
by Mr. Xin, through Ahanzhai Ltd.
*** Based on 7,226,480 issued and outstanding Class A Ordinary Shares
**** Based on 20,000,000 issued and outstanding Class B Ordinary Shares
| CUSIP No. G7307E123 |
Page 3 of 6 Pages |
| (1) |
Names of reporting person:
Ahanzhai Development Ltd. |
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐
(b) ☐ |
| (3) |
SEC use only
|
| (4) |
Source of funds (see instructions)
WC |
| (5) |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
|
| (6) |
Citizenship or place of organization
British Virgin Islands |
|
Number of
shares beneficially owned by each reporting person
with: |
(7) |
Sole voting power
0 |
| (8) |
Shared voting power
367,800
Class A ordinary shares
10,200,000 Class B ordinary shares
|
| (9) |
Sole dispositive power
0 |
| (10) |
Shared dispositive power
367,800 Class
A ordinary shares
10,200,000 Class B ordinary shares
|
| (11) |
Aggregate amount beneficially owned by each reporting person
367,800 Class
A ordinary shares
10,200,000 Class B ordinary shares
|
| (12) |
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
¨ |
| (13) |
Percent of class represented by amount in Row (11)
5.1%
of the issued and outstanding Class A Ordinary Shares (***)
51.0% of the issued and outstanding
Class B ordinary shares (****)
|
| (14) |
Type of reporting person (see instructions)
CO |
| CUSIP No. G7307E123 |
Page 4 of 6 Pages |
Item 1. Security and Issuer.
This
statement on Schedule 13D/A (this “Amendment”) relates to the Class A Ordinary Shares, par value of $0.00833335, of
BGM Group Ltd (the “Issuer” or “Company”), whose principal executive offices are located at No.
152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, 610200, People’s Republic of China.This Amendment No. 1 amends
and supplements the statement on Schedule 13D originally filed by the Reporting Persons on October 16, 2024.
Item 2. Identity and Background.
(a) Name & Citizenship:
(i) Zhanchang Xin (“Mr.
Xin”), a citizen of the People’s Republic of China; and
(ii) Ahanzhai Development
Ltd (“Ahanzhai Ltd”), a company established in British Virgin Islands;
(collectively, the “Reporting
Persons”)
(b) Residence or business address:
(i) The business address of
the Mr. Xin is No. 152 Hongliang East 1st Street, No. 1703, Tianfu New District, Chengdu, 610200, People’s Republic of China.
(ii) The business address
of Ahanzhai Ltd is OMC Charters, Wickham Cay 1, Road Town, Tortola, British Virgin Islands.
(c) Principal business of each reporting person
and address:
Mr. Xin is the chairman of
the board of directors (the “Chairman”) of the Issuer.
Ahanzhai Ltd is a holding
company with no actual operations.
(d) — (e) During the last five years, the
Reporting Persons have not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
On
November 1, 2024, Mr. Xin submitted a conversion notice to convert 1,220,000 of his Class B Ordinary Shares into 1,220,000 Class A Ordinary
Shares on a one-for-one basis (the “Conversion”). Upon the completion of the Conversion on November 7, 2024,
Mr. Xin beneficially ownd 2,767,800 Class A Ordinary Shares and nil Class B Ordinary Shares, and Ahanzhai Ltd. held 367,800 Class A Ordinary
Shares and nil Class B Ordinary Shares.
On
the same date, Ahanzhai Ltd. entered into a share subscription agreement (the “Share Subscription Agreement”) with
the Issuer. Pursuant to the Share Subscription Agreement, the Issuer agreed to issue to Ahanzhai Ltd. 10,200,000 Class B ordinary
shares of par value of US$0.00833335 each of the Issuer (the “Subscription Shares”, each a “Subscription Share”).
The purchase price per Subscription Share is US$0.05 and Ahanzhai Ltd. agreed to pay to the Issuer a total consideration of US$510,000.
The Subscription Shares are expected to be issued on or around November 27, 2024. Following the issuance of the Subscription Shares, Mr.
Xin beneficially owns 2,767,800 Class A ordinary shares and 10,200,000 Class B ordinary shares, representing 50.95% of the total voting
power. Ahanzhai Ltd. holds 367,800 Class A Ordinary Shares and 10,200,000 Class B Ordinary Shares, representing 50.83% of the total voting
power.
The Share Subscription Agreement has
been filed by the Issuer with the SEC as Exhibit 99.1 on Form 6-K on November 27, 2024, which is hereby incorporated by reference.
| CUSIP No. G7307E123 |
Page 5 of 6 Pages |
Item 4. Purpose of Transaction.
The Reporting Persons
acquired the Subscription Shares for investment purposes. Mr. Xin currently serves as the Chairman of the Issuer. Mr. Xin has
engaged, and intends to continue to engage, in communications with one or more officers, directors and/or representatives or agents
of the Issuer and/or other persons, and may in the future also engage in communications with one or more shareholders of the Issuer
and other relevant parties, regarding the Issuer, including but not limited to its operations, its business strategies, its capital
structure and potential changes thereto, its need to raise additional debt or equity capital and/or its strategic alternatives. As
part of such communications, Mr. Xin, as Chairman of the Issuer, may advocate one or more courses of action as described in
subparagraphs (a) through (j) of Item 4 of the Schedule 13D.
Depending on market conditions,
the continuing evaluation of the business and prospects of the Issuer and other factors, and subject to applicable SEC restrictions, the
Reporting Persons may acquire additional shares or dispose of shares of the Issuer.
Except as set forth above,
the Reporting Persons do not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect
to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) — (c) The responses
of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D/A are hereby
incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
(d) – (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
The information set forth
in Item 3, Item 4 and Item 5 of this Schedule 13D/A is incorporated by reference.
To the best knowledge of the
Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any securities of the Issuer, transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies, or a pledge or otherwise subject to a contingency, the occurrence of which would give another person
voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A joint filing agreement by
both of the Reporting Persons is attached as Exhibit 99.1.
LIST OF EXHIBITS
| CUSIP No. G7307E123 |
Page 6 of 6 Pages |
Signatures
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 29, 2024
| |
/s/ Zhanchang
Xin |
| |
Name: Zhanchang
Xin |
| |
|
| |
Ahanzhai
Development Limited |
| |
|
| |
/s/ Zhanchang
Xin |
| |
Name: Zhanchang
Xin |
| |
Title: Sole
Director |
Exhibit 99.1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a
statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.00833335 per share
and Class B ordinary shares, par value of US$0.00833335 per share, of BGM Group Ltd, a Cayman Islands exempted company, and that this
Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 29, 2024.
| |
Ahanzhai Development
Limited |
| |
|
| |
/s/
Zhanchang Xin |
| |
Name: Zhanchang Xin |
| |
Title: Sole Director |
| |
|
| |
/s/
Zhanchang Xin |
| |
Name: Zhanchang Xin |
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