Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BGM Group Ltd. (Name of Issuer) |
Class A Ordinary Share, par value $0.00833335 per share (Title of Class of Securities) |
G7307E123 (CUSIP Number) |
04/25/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G7307E123 |
| 1 | Names of Reporting Persons
Zhuojun Feng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SAINT KITTS AND NEVIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,462,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5, 7, 9: Includes 24,462,500 Class A ordinary shares, par value $0.00833335 per share, of BGM Group Ltd. (the "Issuer") held by Martline Limited ("Martline"). Note to Row 11: Based on 145,794,641 ordinary shares, comprising of 125,794,641 Class A ordinary shares and 20,000,000 Class B ordinary shares, of the Issuer outstanding as of April 25, 2025 according to records of the Issuer.
SCHEDULE 13G
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| CUSIP No. | G7307E123 |
| 1 | Names of Reporting Persons
Martline Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,462,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Note to Row 5, 7, 9: Includes 24,462,500 Class A ordinary shares, par value $0.00833335 per share, of BGM Group Ltd. (the "Issuer") held by Martline Limited ("Martline"). Note to Row 11: Based on 145,794,641 ordinary shares, comprising of 125,794,641 Class A ordinary shares and 20,000,000 Class B ordinary shares, of the Issuer outstanding as of April 25, 2025 according to records of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BGM Group Ltd. | |
| (b) | Address of issuer's principal executive offices:
No. 152 Hongliang East 1st Street No. 1703, Tianfu New District Chengdu, F4, 610200 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"): i)Zhuojun Feng; and ii)Martline Limited. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of Ms. Zhuojun Feng is Flat 3717, Ming Kok Hse, Ming Tak Est, Tseung Kwun O, Hong Kong SAR. The principal business office of Martline Limited is Flat 3717, Ming Kok Hse, Ming Tak Est, Tseung Kwun O, Hong Kong SAR. | |
| (c) | Citizenship:
Ms. Zhuojun Feng is a citizen of Saint Kitts. Martline is a Hong Kong company. | |
| (d) | Title of class of securities:
Class A Ordinary Share, par value $0.00833335 per share | |
| (e) | CUSIP No.:
G7307E123 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Zhuojun Feng: 24,462,500 Martline Limited: 24,462,500 Represents 24,462,500 Class A ordinary shares directly held by Martline Limited, a company incorporated in the Hong Kong SAR. Martline Limited is wholly owned by Zhuojun Feng. | |
| (b) | Percent of class:
The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 145,794,641 ordinary shares, comprising of 125,794,641 Class A ordinary shares and 20,000,000 Class B ordinary shares, of the Issuer outstanding as of April 25, 2025 according to records of the Issuer. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership. Martline Limited: 16.8% Zhuojun Feng: 16.8% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Martline Limited: 24,462,500 Zhuojun Feng: 24,462,500 Percent of Aggregate Voting Power: Martline Limited: 1.2% Zhuojun Feng: 1.2% For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer's Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one (1) vote while each Class B ordinary share is entitled to one hundred (100) votes on any and all matters submitted for a vote. | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Martline Limited: 24,462,500 Zhuojun Feng: 24,462,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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.
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Exhibit Information
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Exhibit 1: Joint Filing Agreeme
nt |