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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

 

(Amendment No.1)

 

¨   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2024

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

¨   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report:

 

For the transition period from _________ to _____________.

 

Commission file number: 001-39805

 

BGM Group Ltd
(Exact name of Registrant as Specified in its Charter)
N/A

(Translation of Registrant’s name into English)

 

Cayman Islands
(Jurisdiction of Incorporation or Organization)

 

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 Offices)

 

Chen Xin, Chief Executive Officer

No. 152 Hongliang East 1st Street, No. 1703,

Tianfu New District, Chengdu, 610200

People's Republic of China

+86-028-64775180

Email: xinchen@qiliancorp.com 

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares   BGM   The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

An aggregate of 7,226,480 ordinary shares, consisting of 6,006,480 Class A ordinary shares, par value US$0.00833335 per share, and 1,220,000 Class B ordinary shares, par value US$0.00833335 per share, as of September 30, 2024.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨   No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨   No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx   No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

  U.S. GAAP x   International Financial Reporting Standards as issued by the
International Accounting Standards Board ¨		   Other ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨   Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨   No ¨

 

Auditor Name   Auditor Location   Auditor Firm ID
Enrome LLP   Singapore   6907

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended September 30, 2024 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on January 27, 2025. The purpose of this Form 20-F/A is to amend certain information under “Item 16.C. Principal Accountant Fees and Services.”

 

This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

 

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is including new certifications by the Company’s principal executive officer and principal financial officer as exhibits to this Form 20-F/A pursuant to Rule 13a-14(a) of the Exchange Act.

 

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by ZH CPA, LLC, Marcum Asia CPAs LLP and Enrome LLP, our independent registered public accounting firms, for the periods indicated.

 

    ZH CPA, LLC   Marcum Asia
CPAs LLP		   Enrome LLP   Friedman LLP   Total 
2024   US$30,000    —    210,000    —    240,000 
                           
2023   US$280,000    —    —    25,000    305,000 
                           
2022   US$300,000    57,500    —    30,000    387,500 

 

 

Note:

 

(1)“Audit fees” means the aggregate fees billed for professional services rendered by our principal accounting firm for the audit of our annual financial statements and the review of our comparative interim financial statements.

 

(2)“Audit-related fees” means the aggregate fees billed for professional services rendered by our principal accounting firm for the assurance and related services, which mainly included the audit and review of financial statements and are not reported under “Audit fees” above.

 

(3)“Tax fees” means the aggregate fees billed for professional services rendered by our principal accounting firm for tax compliance, tax advice and tax planning.

 

(4)“Other fees” means the aggregate fees incurred in each of the fiscal years listed for the professional tax services rendered by our principal accounting firm other than services reported under “Audit fees,” “Audit-related fees” and “Tax fees.”

 

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our principal external auditors, including audit services, audit-related services, tax services, and other services as described above.

 

ITEM 19. EXHIBITS

 

     
Exhibit
Number		   Description
     
12.1*   Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
12.2*   Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
13.1**   Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
13.2**   Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

* Filed herewith.

** Furnished herewith.

 

 

 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on this Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  BGM Group Ltd
   
  By: /s/ Chen Xin
  Name: Chen Xin
  Title:

Chief Executive Officer

(Principal Executive Officer)

 

Date: February 6, 2025

 

 

 

 

 

Exhibit 12.1

 

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and

15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Chen Xin, certify that:

 

1.I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of BGM Group Ltd;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

  Date: February 6, 2025
     
    /s/ Chen Xin
  Name: Chen Xin
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

Exhibit 12.2

 

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-

14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Yaxuan Zhai, certify that:

 

1.I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of BGM Group Ltd;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

  Date: February 6, 2025
     
    /s/ Yaxuan Zhai
  Name: Yaxuan Zhai
  Title: Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

Exhibit 13.1

 

Certification by the Principal Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Chen Xin, Chief Executive Officer of BGM Group Ltd (the “Company”), hereby certify to my knowledge that:

 

The Annual Report on Form 20-F for the year ended September 30, 2024, as amended by Amendment No.1 thereto, of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 6, 2025

 

  /s/ Chen Xin
  Chen Xin
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

Exhibit 13.2

 

Certification by the Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Yaxuan Zhai, Chief Financial Officer of BGM Group Ltd (the “Company”), hereby certify to my knowledge that:

 

The Annual Report on Form 20-F for the year ended September 30, 2024, as amended by Amendment No.1 thereto, of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: February 6, 2025

 

  /s/ Yaxuan Zhai
  Yaxuan Zhai
  Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)

 

 

 

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 12 Months Ended
Sep. 30, 2024
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Document Type 20-F/A
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Document Registration Statement false
Document Annual Report true
Document Transition Report false
Document Shell Company Report false
Document Period End Date Sep. 30, 2024
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2024
Current Fiscal Year End Date --09-30
Entity File Number 001-39805
Entity Registrant Name BGM Group Ltd
Entity Central Index Key 0001779578
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One No. 152 Hongliang East 1st Street, No. 1703
Entity Address, Address Line Two Tianfu New District
Entity Address, City or Town Chengdu
Entity Address, Country CN
Entity Address, Postal Zip Code 610200
Title of 12(b) Security Class A Ordinary Shares
Trading Symbol BGM
Security Exchange Name NASDAQ
Entity Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Non-accelerated Filer
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Document Accounting Standard U.S. GAAP
Entity Shell Company false
ICFR Auditor Attestation Flag false
Document Financial Statement Error Correction [Flag] false
Auditor Name Enrome LLP
Auditor Location Singapore
Auditor Firm ID 6907
Ordinary Shares [Member]  
Entity Addresses [Line Items]  
Entity Common Stock, Shares Outstanding 7,226,480
Common Class A [Member]  
Entity Addresses [Line Items]  
Entity Common Stock, Shares Outstanding 6,006,480
Common Class B [Member]  
Entity Addresses [Line Items]  
Entity Common Stock, Shares Outstanding 1,220,000
Business Contact [Member]  
Entity Addresses [Line Items]  
Entity Address, Address Line One No. 152 Hongliang East 1st Street, No. 1703
Entity Address, Address Line Two Tianfu New District
Entity Address, City or Town Chengdu
Entity Address, Country CN
Entity Address, Postal Zip Code 610200
City Area Code 86
Local Phone Number 028-64775180
Contact Personnel Name Chen Xin
Contact Personnel Email Address xinchen@qiliancorp.com
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