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 April 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~~BGM Group Ltd Announces the Completion of Strategic Acquisition

~~Entry~~Reference ~~into~~is made to the Form a6-K ~~Transaction~~filing that BGM Group Ltd (the “Company” or “BGM”) filed on March 19, 2025, in relation to the contemplated acquisition of 100% equity interest of YX Management Company Limited (the “Target Company”). Today BGM announces that the acquisition has been successfully consummated. In accordance with the Agreement dated March 18, 2025 (the “Agreement”), BGM has acquired all of the equity interests of the Target Company, which comprises of Martline Limited, Cymatrix Limited, Innovo Limited and Techvovo Limited, the existing shareholders holding 100% equity securities of the Target Company (collectively referred to as the “Sellers”).

OnAs ~~April~~consideration ~~21,~~for ~~2025~~this acquisition, BGM ~~Group~~agreed to ~~Ltd~~issue ~~(the~~a ~~“Company”)~~total of 47, ~~entered~~500,000 ~~into~~Class A ordinary shares of a ~~transaction~~par ~~agreement~~value ~~(the~~of ~~“Transaction~~US$0.00833335 ~~Agreement”)~~each ~~with~~of ~~Wonder~~the ~~Dragon~~Company ~~Global~~(the ~~Limited~~“Consideration Shares”), at a ~~business~~purchase ~~company~~price ~~duly incorporated~~of ~~under~~US$2.0 ~~the~~per ~~laws~~share of the ~~British~~Consideration ~~Virgin~~Shares. ~~Islands~~As of April 25, 2025 (the “~~Target~~Closing ~~Company~~Date”), the ~~Yang~~Sellers ~~Lou~~now ~~Dong~~collectively ~~International~~hold ~~Limited~~47,500,000 ~~Management Company~~Class A ~~Limited,~~ordinary ashares ~~company~~of ~~duly~~the ~~incorporated~~Company, ~~under~~representing ~~the~~approximately ~~laws~~32.6% of ~~Hong~~the ~~Kong~~ total issued and aoutstanding ~~wholly~~shares ~~owned~~and ~~subsidiary~~approximately 2.2% of the ~~Target~~total voting power of the Company. ~~(“Yang~~Except as otherwise stated in the Agreement, the ~~Lou~~Sellers ~~Dong”)~~shall not, ~~and~~directly ~~Success~~or ~~Myth~~indirectly, ~~Limited~~transfer, ~~the~~sell, ~~existing~~assign, ~~sole~~pledge ~~shareholder~~or ~~holding~~dispose ~~100%~~any ~~equity~~Consideration ~~securities~~Share ofat any time on or before the ~~Target~~expiry ~~Company~~of (a 60-month period upon the ~~“Seller”)~~Closing Date.

~~Pursuant~~The toCompany ~~the~~aims ~~Transaction~~to ~~Agreement,~~advance the ~~Company~~technological ~~agreed~~evolution toand ~~purchase~~business ~~from~~expansion ~~the Seller, 100%~~ of ~~the~~its ~~equity~~intelligent ~~interest of the Target Company~~platform, ~~for a consideration of a total of 38~~DuXiaoBao,~~165,290~~ ~~Class A~~and ~~ordinary shares of a par value of US$0.00833335 each of~~ the Company ~~(the~~looks ~~“Consideration~~forward ~~Shares”),~~to atleveraging athe ~~purchase~~synergies ~~price of~~and ~~US$2.0~~opportunities ~~per~~presented ~~share~~by of the ~~Consideration~~newly ~~Shares.~~acquired ~~Save~~Target asCompany ~~the exceptions as stipulated in the Transaction Agreement, the Seller agreed~~ to ~~not~~ ~~directly~~accelerate ~~or indirectly sell or otherwise transfer any Consideration Shares at any time on or before~~ the ~~expiry of a 60~~AI-~~month~~driven ~~period after~~strategic ~~the~~upgrade ~~Closing.~~of ~~The~~DuXiaoBao ~~Transaction Agreement also contained customary representations, warranties~~ and ~~agreements~~contribute to of the Company’s ~~and~~future ~~the Seller, as well as customary indemnification rights and obligations of the parties~~growth.

The execution and performance of such Transaction Agreement was approved by the board of directors of the Company. The closing of the transaction is expected to occur by the end of June 2025 (the “Closing”). Upon the consummation of the Closing, the Company will hold 100% of the equity interest of the Target Company and Yang Lou Dong. The closing is subject to the customary closing conditions and terms as stipulated in the Transaction Agreement. Upon Closing, the Seller will hold 38,165,290 Class A ordinary shares of the Company, representing approximately 20.7% of the total issued and outstanding shares and approximately 1.7% of the total voting power of the Company.

The Target Company holds an inventory of over 3,000 metric tons of premium Qingzhuan dark tea, including 1,670 metric tons of raw materials and 1,350 metric tons of finished products. Leveraging these premium tea products, known for their medicinal and historical collectible value, the Company aims to accelerate the development of its medicinal tea product line.

The Transaction Agreement is filed as Exhibit 99.2 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the Transaction 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

Exhibit Number		Description
99.1		Press Release
99.2		Transaction Agreement dated as of April 21, 2025, entered by and made among BGM Group Ltd, Success Myth Limited, Wonder Dragon Global Limited and Yang Lou Dong International Limited

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: April 22 28, 2025

	BGM Group Ltd

	By:	/s/ Chen Xin
	Name:	Chen Xin
	Title:	Chief Executive Officer

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