LX Management Co Ltd Files SC 13D for BGM Group Ltd.

TL;DR

**BGM Group Ltd:** LX Management Co Ltd just filed a 13D. Big changes coming?

AI Summary

On December 3, 2024, LX Management Co Ltd filed an SC 13D, indicating a change in beneficial ownership of BGM Group Ltd. The filing pertains to Class A Ordinary Shares of BGM Group Ltd., which is in the Pharmaceutical Preparations industry. LX Management Co Ltd is listed as the filer, with Furong Cao identified as a group member.

Why It Matters

This filing signals a potential shift in control or significant investment in BGM Group Ltd., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• LX Management Co Ltd (company) — Filer of the SC 13D
• BGM Group Ltd (company) — Subject company of the SC 13D
• Furong Cao (person) — Group member associated with the filing

FAQ

Key Financial Figures

• $0.00833335 — ) Class A Ordinary Shares , par value $0.00833335 per share (Title of Class of Securiti
• $0 — e Class A Ordinary Shares, par value of $0.00833335, of BGM Group Ltd (the “
• $0.05 — chase price per Subscription Share is US$0.05 and LX Management agreed to pay to the
• $490,000 — o the Issuer a total consideration of US$490,000. The Subscription Shares are expected t

Filing Documents

• tm2429887d1_sc13d.htm (SC 13D) — 48KB
• tm2429887d1_ex99-1.htm (EX-99.1) — 4KB
• 0001104659-24-124829.txt ( ) — 53KB

Security and Issuer

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.

Identity and Background

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.

Source and Amount of Funds or Other

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

Purpose of Transaction

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.

Interest in Securities of the Issuer

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.

Contracts, Arrangements, Understandings

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.

Material to be Filed as Exhibits

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 Exhibit No. Description 99.1 Joint Filing Agreement CUSIP No. G7307E123 Page 6 of 6 Pages

Signatures

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

View Full Filing

View this SC 13D filing on SEC EDGAR