UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~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 May 2026

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~~ files or will file annual reports under cover of Form 20-F or Form 40-F.:

Form 20-F x Form 40-F ¨

~~Change~~Private ~~of Directors and Co-Chief Executive Officer~~Placement

~~Departure~~On May 15, 2026, BGM Group Ltd (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) for a private placement (the “Private Placement”) of ~~Directors~~200,000,000 Class A ordinary shares of par value US$0.00833335 per share (the “Class A Ordinary Shares”) at the subscription price of US$0.06 per Class A Ordinary Share (the “Per Share Purchase Price”) and ~~Co-Chief~~warrants ~~Executive~~to purchase up to an aggregate of 200,000,000 Class A Ordinary Shares (the ~~Officer~~ “Warrants”).

OnThe ~~May 4,~~Warrants ~~2026,~~will ~~the~~be ~~board~~exercisable ofin ~~directors~~two ~~(the~~equal tranches: ~~“Board”)~~Warrants ofto ~~BGM~~purchase ~~Group~~100,000,000 ~~Ltd~~Class A ~~(the~~Ordinary ~~“Company”)~~Shares ~~received~~are ~~the~~exercisable ~~resignation~~at ~~letters~~a ofprice ~~Ms. Yuehua~~equal ~~Ren (“Ms.~~to ~~Ren”)~~200% ~~from her position as a director~~ of the ~~Company,~~Per ~~Mr. Yuqing Li (“Mr. Li”)~~Share ~~from~~Purchase ~~his~~Price, ~~position~~and asWarrant ~~co-chief~~to ~~executive~~purchase ~~officer (“Co-CEO”) of~~ the ~~Company~~remaining 100,000,000 ~~Mr.~~Class ~~Lin~~A ~~Zhang~~Ordinary ~~(“Mr. Zhang”) from~~Shares ~~his~~are ~~position~~exercisable asat ~~independent~~a ~~director~~price ofequal ~~the Company and chairman~~ to 250% of the ~~compensation~~Per ~~committee~~Share ofPurchase ~~the~~Price. ~~Board~~The ~~(the~~Warrants ~~“Compensation Committee”),~~are asexercisable ~~well~~on asor ~~member~~after of the ~~audit~~ninety ~~committee of the Board~~ (~~the “Audit Committee”~~90th) ~~and~~day ~~the~~following ~~Nominating and Corporate Governance Committee of~~ the ~~Board~~closing date (the “~~NCG~~Initial Exercise ~~Committee~~Date”), and ~~Mr. Maofan~~will ~~Tang~~expire ~~(“Mr. Tang”) from~~on ~~his position as chairman of~~ the ~~Audit~~five-year ~~Committee~~anniversary ~~and member~~ of the ~~Compensation~~Initial ~~Committee~~Exercise ~~and the NCG Committee, effective from May 7, 2026~~Date.

~~Ms. Ren’s,~~The ~~Mr.~~Private Placement is expected to close in June ~~Li’s~~2026, ~~Mr. Zhang’s and~~subject ~~Mr. Tang’s~~to ~~resignations~~satisfaction ~~were~~or ~~due~~waiver toof ~~their~~the ~~personal~~condition ~~reasons~~precedents ~~and~~set ~~not~~forth asin the ~~result~~Securities ofPurchase ~~any~~Agreement. ~~dispute~~The orCompany intends ~~disagreement~~to ~~with~~use the proceeds from the Private Placement for working capital and general corporate purposes. Upon closing of the Private Placement, the Company orhas ~~the~~a ~~Board~~total of 380,623,358 issued and outstanding Class A Ordinary Shares.

~~Appointment~~The foregoing description of ~~New~~the ~~Directors~~Securities Purchase Agreement and ~~Co-Chief~~the ~~Executive~~Warrant does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference ~~Officer~~to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and are incorporated herein by reference.

Effective from May 7, 2026, for a three-year term of office, the Board appointed Ms. Huandi Zhao (“Ms. Zhao”) as Co-CEO and a director of the Company, Mr. Jianping Mao (“Mr. Mao”) as an independent director of the Company and the chairman of Compensation Committee and a member of the Audit Committee and NCG Committee, Mr. Junjie Wang (“Mr. Wang”) as an independent director of the Company and the chairman of the Audit Committee and a member of the Compensation Committee and NCG Committee.Exhibits

The biographical information of Ms. Zhao is set forth below:

Exhibit No.		Description
4.1		Form of Warrant dated May 15, 2026
10.1		Form of Securities Purchase Agreement dated May 15, 2026 between BGM Group Ltd and Investors

Ms. Zhao served as the Chief Technology Officer of Innovation Global Financial Group Limited from May 2021 to December 2025 and she was responsible for the strategic planning and implementation of the AI transformation of the company and daily management and operation of IT department. Previously, she served as the Vice President of IT department of Hebei Kanyu Insurance Agency Company Limited from February 2017 to December 2020. Ms. Zhao holds a Bachelor of Computer and Technology from Hebei University.2

Ms. Zhao does not have a family relationship with any director or executive officer of the Company. She 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 biographical information of Mr. Mao is set forth below:

Mr. Mao has served as the Financial Consultant of Huasu Capital from October 2012 to the present, where he is responsible for providing comprehensive financial planning and investment advisory services to high-net-worth individual and corporate clients. From July 2004 to September 2012, he served as an analyst at Guoshi Data Technology (Shanghai) Co., Ltd. Mr. Mao holds a bachelor of Mechanical Automation from Xinjian University.

Mr. Mao 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 biographical information of Mr. Wang is set forth below:

Since November 2024, Mr. Wang has served as the Chief Financial Officer of Waltz Ltd., in which he is responsible for the company’s financial management, investment strategy, and capital markets and listing matters. From April 2023, he served as the Financial Controller of Shenzhen Huashuo New Material Application Technology Co., Ltd., overseeing financial management, investment activities, and preparation for potential listing. He worked as Project Assistant at Shenzhen Everbloom Investment Advisory Co., Ltd. from November 2021 to March 2023. Mr. Wang holds a master degree of Quantitative Finance and a bachelor degree of Mathematics and Finance from University of Technology Sydney.

Mr. Wang 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.

Change in the Composition of Board Committees

Effective May 7, 2026, the composition of the Board’s committees was reconstituted as follows:

Audit Committee

The Audit Committee of the Board shall now comprise Mr. Jianping Mao, Mr. Junjie Wang, and Ms. Waihua Xu. The Board has appointed Mr. Junjie Wang as the chairman of the Audit Committee.

The Board has determined that each member of the Audit Committee meets the independence criteria set forth in Nasdaq Listing Rule 5605(a)(2) and the heightened independence requirements of Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. Junjie Wang qualifies as an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K and satisfies the financial sophistication requirements under Nasdaq Listing Rule 5605(c)(2)(A).

Compensation Committee

The Compensation Committee of the Board shall now comprise Mr. Jianping Mao, Ms. Waihua Xu and Mr. Junjie Wang. The Board has appointed Mr. Jianping Mao as the chairman of the Compensation Committee.

As a foreign private issuer, as disclosed in the Form 20-F filed on January 27, 2025, the Company elected to follow its home country practice (Cayman Islands) in lieu of the requirements of Nasdaq Listing Rule 5605(d)(2), as permitted by Nasdaq Listing Rule 5615(a)(3). Accordingly, the Company’s Compensation Committee is not required to be composed solely of independent directors.

NCG Committee

The Nominating and Corporate Governance Committee of the Board shall now comprise Ms. Waihua Xu, Mr. Jianping Mao and Mr. Junjie Wang. Ms. Waihua Xu is the chairman of the Nominating and Corporate Governance Committee.

As a foreign private issuer, as disclosed in the Form 20-F filed on January 27, 2025, the Company elected to follow its home country practice (Cayman Islands) in lieu of the requirements of Nasdaq Listing Rule 5605(e)(1), as permitted by Nasdaq Listing Rule 5615(a)(3). Accordingly, the Company’s Nominating and Corporate Governance Committee is not required to be composed solely of independent directors.

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: May 7, 2026

	BGM Group Ltd

Date: May 18, 2026	By:	/s/ Huandi Zhao
	Name:	Huandi Zhao
	Title:	Director and Co-Chief Executive Officer

~~BGM Group Ltd By: /s/ Chen Xin Name: Chen Xin Title: Co-Chief Executive Officer~~3

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