United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
| BGM
Group Ltd |
| (Name of
Issuer) |
Class A
Ordinary Shares, par value $0.00833335 per share
(Title of Class of Securities)
G7307E123**
(CUSIP Number)
Furong Cao
Flat 1512, 15/F, Lucky Centre
No.165-171 Wan Chai Road
Wan Chai, 999077, Hong Kong
+86-157-56256951
(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. ¨
*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:
LX Management Company Limited |
| (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)
OO |
| (5) |
Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
¨ |
| (6) |
Citizenship or place of organization
Hong Kong |
|
Number of
shares beneficially owned
by each reporting person
with: |
(7) |
Sole voting power
0 |
| (8) |
Shared voting power
9,800,000 Class B ordinary shares |
| (9) |
Sole dispositive power
0 |
| (10) |
Shared dispositive power
9,800,000 Class B ordinary shares |
| (11) |
Aggregate amount beneficially owned by each reporting person
9,800,000 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)
49.0% of the issued and outstanding Class B ordinary shares(**) |
| (14) |
Type of reporting person (see instructions)
CO |
| |
|
|
|
| CUSIP No. G7307E123 |
Page 3
of 6 Pages |
| (1) |
Names of reporting person:
Furong Cao |
| (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)
OO |
| (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
9,800,000 Class B ordinary shares (*) |
| (8) |
Shared voting power
0 |
| (9) |
Sole dispositive power
9,800,000 Class B ordinary shares (*) |
| (10) |
Shared dispositive power
0 |
| (11) |
Aggregate amount beneficially owned by each reporting person
9,800,000 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)
49.0%
of the issued and outstanding Class B ordinary shares (**) |
| (14) |
Type of reporting person (see instructions)
IN |
| |
|
|
|
*
Representing 9,800,000 Class B ordinary shares of the Issuer (the “Class B Ordinary Shares”) held indirectly
by Ms. Furong Cao, through LX Management Company Limited. LX Management Company Limited is wholly owned by Ms. Furong
Cao. According to the third amended and restated memorandum and articles of association (the “Third M&A”) of the
Issuer, each 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 of the Issuer (each a “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.
** Based on 20,000,000 issued and outstanding Class B Ordinary
Shares
| CUSIP No. G7307E123 |
Page 4
of 6 Pages |
Item 1. Security and Issuer.
This Schedule 13D 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.
Item 2. Identity and Background.
(a) Name & Citizenship:
(i) Furong Cao (“Ms. Cao”),
a citizen of the People’s Republic of China; and
(ii) LX Management Company
Limited (“LX Management”), a company established in Hong Kong;
(collectively, the “Reporting
Persons”)
(b) Residence or business address:
(i) The residential
address of Ms. Cao is 14B West Tower, Huarun Vientiane Mansion, Yuehai Street, Nanshan District, Shenzhen, 518000, People’s
Republic of China.
(ii) The business address
of LX Management is Flat 1512, 15/F, Lucky Centre, No.165-171 Wan Chai Road, Wan Chai, 999077, Hong Kong.
(c) Principal business of each reporting
person and address:
Ms. Cao
is the sole director of LX Management and a director of the Issuer.
LX Management 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,
the Issuer entered into a share subscription agreement (the “Share Subscription Agreement”) with LX Management. Pursuant
to the Share Subscription Agreement, the Issuer agreed to issue to LX Management 9,800,000 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 LX Management agreed to pay to the Issuer a total consideration of US$490,000. The
Subscription Shares are expected to be issued on or around November 27, 2024. Following the issuance of the Subscription Shares,
Ms. Cao beneficially owns 9,800,000 Class B ordinary shares, representing 48.8% of the total voting power. LX Management holds
9,800,000 Class B ordinary shares, representing 48.8% 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 information set forth
in Item 3 is hereby incorporated by reference. The Reporting Persons acquired the Subscription Shares for investment purposes. 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 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. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares
of the Issuer during the past 60 days.
(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 is incorporated by reference.
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: December 3, 2024
| |
/s/
Furong Cao |
| |
Name: Furong Cao |
| |
|
| |
LX Management Company Limited |
| |
|
| |
/s/
Furong Cao |
| |
Name: Furong Cao |
| |
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, 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 December 3, 2024.
| |
LX Management Company Limited |
| |
|
| |
/s/ Furong Cao |
| |
Name: Furong Cao |
| |
Title: Sole Director |
| |
|
| |
/s/ Furong Cao |
| |
Name: Furong Cao |
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