Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 February 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 ¨

Change of Directors

Resignation of Mr. Zhanchang Xin and Appointment of Mr. Chen Xin as the Chairman of the Board

On February 28, 2025, Mr. Zhanchang Xin notified the Company of his resignation as the Chairman of the board of directors of the Company (the “Board”), with effect on and from March 1, 2025. Mr. Zhanchang Xin has advised that his resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

To fill in the vacancy created by the resignation of Mr. Zhanchang Xin, the Board appointed and approved the appointment of Mr. Chen Xin as the Chairman of the Board, with effect on and from March 1, 2025.

Mr. Chen Xin has served as our Chief Executive Officer since May 2024, during which he has led and participated in the merger and acquisition of DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd. and he currently serves as a member of its management committee (DuXiaoBao project). Since 2021, he successively served as an autonomous driving algorithm engineer at Shenzhen Dajiang Innovation Technology Co., Ltd. and Geely Automobile Research Institute, being responsible for algorithm work related to image processing, multi-sensor target detection, perception fusion and target behavior prediction in autonomous driving. He has managed the implementation of several mass production projects and has extensive practical experience in the fields of artificial intelligence and data analysis. Mr. Chen Xin obtained his bachelor’s degree in physics from Sichuan University in 2016 and his master’s degree in physics from the National University of Singapore in 2021, focusing on the interdisciplinary field of physics and machine learning. His graduate thesis mainly revolves around the image processing of electron microscopy and machine learning algorithms, specializing in the prediction of three-dimensional protein molecular structures based on image processing.

Mr. Chen Xin signed a director offer letter with the Company, which establishes certain terms and conditions governing his services to the Company. The offer letter is qualified in its entirety by reference to the complete text of the offer letter, which is filed hereto as Exhibit 99.1.

Resignation of Mr. Ming Jing and Appointment of Mr. Lin Zhang as an Independent Director of the Board

On February 28, 2025, Mr. Ming Jing notified the Company of his resignation as an independent Director, the Chairman of the Compensation Committee, a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board of the Company, with effect on and from March 1, 2025. Mr. Ming Jing has advised that his resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company.

To fill in the vacancy created by the resignation of Mr. Ming Jing, the Board appointed Mr. Lin Zhang to serve as an independent Director, the Chairman of the Compensation Committee, a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board of the Company, with effect on and from March 1, 2025.

Mr. Lin Zhang has extensive experience in the structuring, development, and mass-production implementation of AI models. Since August 2023, Mr. Zhang has been serving as the principal algorithm engineer at Geely Automobile Research Institute, where he leads the architectural design, algorithm development, and engineering implementation of deep learning-based intelligent driving planning models in mass-production vehicle projects. From May 2022 to July 2023, Mr. Zhang worked as an algorithm engineer at Shanghai Yunji Zhixing Intelligent Technology Co., Ltd., where he led the development of multimodal trajectory prediction AI models for the Robotaxi project, achieving interaction modeling of multiple agents in complex urban scenarios. Mr. Zhang obtained his Ph.D. in Physics from the National University of Singapore in 2021, focusing on theoretical research of deep learning networks in artificial intelligence during his doctoral studies. He received his bachelor’s degree in physics from Sichuan University in 2016.

Mr. Lin Zhang does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

The Board has determined that Mr. Lin Zhang satisfies the applicable independence requirements as an independent Director and a member of the Audit Committee of the Company as stipulated under Nasdaq Listing Rule 5605(a)(2).

Mr. Lin Zhang signed a director offer letter with the Company, which establishes certain terms and conditions governing his services to the Company. The offer letter is qualified in its entirety by reference to the complete text of the offer letter, which is filed hereto as Exhibit 99.2.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Director Offer Letter, dated March 1, 2025, by and between Mr. Chen Xin and the Company
99.2		Director Offer Letter, dated March 1, 2025, by and between Mr. Lin Zhang and the Company

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: February 28, 2025

	BGM Group Ltd

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

Exhibit 99.1

BGM Group Ltd

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

Tianfu New District, Chengdu, 610200

People’s Republic of China

March 1, 2025

Dear Mr. Chen Xin,

BGM Group Ltd, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position as the Chairman of the board of directors of the Company (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. This Agreement is effective upon your acceptance and signature below. Your term as a director shall commence on March 1, 2025, and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election at the next annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

3. Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

5. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

6. Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 24 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

7. Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

8. Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no reason by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited by law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

9. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

10. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

11. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

12. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

		Sincerely,

		BGM Group Ltd

		By：	/s/ Zhanchang Xin
		Name：	Zhanchang Xin
		Title：	Chairman of the Board

AGREED AND ACCEPTED:

BY:	/s/ Chen Xin
Name：Chen Xin

Exhibit 99.2

BGM GroupLtd

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

Tianfu New District, Chengdu, 610200

People’s Republic of China

March 1, 2025

Dear Mr. Lin Zhang,

BGM Group Ltd, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position as an independent Director, Chairman of the Compensation Committee, members of the Audit Committee and Nominating and Corporate Governance Committee of the board of directors of the Company (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.