UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 3)

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

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

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

¨ 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). Yes x 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 ☒		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

BGM Group Ltd (the “Company”) is filing this Amendment No. 3 on Form 20-F/A (this “Amendment No. 3”) to amend its Amendment No. 2 to its annual report on Form 20-F/A for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2025 (the “Amendment No. 2”), to address certain comments from the Staff of the SEC in relation to the Amendment No. 2. Accordingly, the Company is replacing and restating in their entirety the following sections of the Amendment No. 2: (i) “Part I — Item 4. Information on the Company — B. Business Overview — Facilities”; and (ii) “Part I — Item 5. Operating and Financial Reviews and Prospects — A. Operating Results — Results of Operations for the years ended September 30, 2024 and 2023 — Net Revenue — Heparin Products and Sausage Casings.”

Except as specifically noted herein, this Amendment No. 3 does not amend, update or restate any of the information previously included in the Amendment No. 2, the Amendment No.1 on Form 20-F/A (the “Amendment No. 1”) and the Form 20-F originally filed on January 27, 2025 (the “Original Filing”), nor does this Amendment No. 3 reflect any event that has occurred after the filing date of the Amendment No. 2, Amendment No. 1 and the Original Filing. This Amendment No. 3 should be read in conjunction with the Amendment No. 2, Amendment No. 1 and the Original Filing.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 3 pursuant to Rule 13a-14(a) of the Exchange Act.

PART I

ITEM 4. INFORMATION ON THE COMPANY

B. Business Overview

Facilities

The VIE and its subsidiaries own our premises located at Jiuquan Economic and Technological Development Zone (formerly named No. 2 Dadeli Road, Nanjiao Industrial Park), Jiuquan City, Gansu, China. The VIE and its subsidiaries use the premises not only for corporate and administrative purposes, but also for manufacturing the oxytetracycline products and licorice TCMD products.

The VIE and its subsidiaries also currently own the following land use rights and properties for its operations:

			*Area in*
*Land Use Right*			*Square*
*Holder*	*Address*	*Legal Use*	*Meters*	*Terms of Use*
Gansu Qilianshan Pharmaceutical Co., Ltd.	No. 71, Jiujindong Road, Suzhou, Jiuquan, Gansu	Industrial	40456.33	Until June 28, 2057
Gansu Qilianshan Pharmaceutical Co., Ltd.	No. 71, Jiujindong Road, Suzhou, Jiuquan, Gansu	Industrial	29519.37	June 28, 2057
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	30610.14	Until January 7, 2043
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	24464.59	Until January 7, 2043
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	61972.6	Until January 7, 2043
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu	Industrial	14008.00	Until January 1, 2059
Chongqing Shengfu Biological Technology Co., Ltd.	102A Zone, 1st Floor, Building 1, East District, Tianjia Town Industrial Park, Tongnan District, Chongqing City	Industrial	31335.05	Until February 9, 2073

*Property Title*			*Area in Square*
*Holder*	*Address*	*Legal Use*	*Meters*
Gansu Qilianshan Pharmaceutical Co., Ltd.	No. 71, Jiujin East Road, Suzhou District, Jiuquan City, Gansu	Industrial	20243.26
Gansu Qilianshan Pharmaceutical Co., Ltd.	No. 71, Jiujin East Road, Suzhou District, Jiuquan City, Gansu	Industrial	11836.27
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	1669.33
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	63.44
Gansu Qilianshan Pharmaceutical Co., Ltd.	No.2, Da Deli Road, Industrial Park, Jiuquan, Gansu	Industrial	9845.25
Chengdu Qilianshan Biotechnology Co.,Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	1082.84
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	664.08
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	168.34
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	738.09
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	40.77
Chengdu Qilianshan Biotechnology Co., Ltd.	No. 8, Yujian Road, Linqiong Town Industrial Park, Qiong Lai City, Chengdu⁽¹⁾	Industrial	1130.03
Chongqing Shengfu Biological Technology Co., Ltd.	102A Zone, 1st Floor, Building 1, East District, Tianjia Town Industrial Park, Tongnan District, Chongqing City⁽²⁾	Industrial	5953.76
Chongqing Shengfu Biological Technology Co., Ltd.	102A Zone, 1st Floor, Building 1, East District, Tianjia Town Industrial Park, Tongnan District, Chongqing City⁽²⁾	Industrial	1701.40
Chongqing Shengfu Biological Technology Co., Ltd.	102A Zone, 1st Floor, Building 1, East District, Tianjia Town Industrial Park, Tongnan District, Chongqing City⁽²⁾	Industrial	9787.24

(1)

Chengdu Qilianshan Biotechnology Co., Ltd. obtained its current property from judicial auctions. It has yet to receive a property ownership certificate for this property. Chengdu Qilianshan Biotechnology Co., Ltd. can still legally use this property even without a property ownership certificate.

(2)

Chongqing Shengfu Biological Technology Co., Ltd. obtained the land use right certificate, but it has yet to receive a property ownership certificate for this property. Chongqing Shengfu Biological Technology Co., Ltd. can still legally use this property even without a property ownership certificate.

In addition, as of September 30, 2024, the WFOE and the VIE and its subsidiaries leased two properties as employee housing with a total area of approximately 226 square meters, all of which are in Sichuan Province. As of September 30, 2024, we had leased employee dormitories with a total area of approximately 226 square meters, all of which are in Sichuan Province. As of September 30, 2024, Chengdu QLS leases a production facility from a third-party lessor with an aggregate area of approximately 6,000 square meters for an annual rent of RMB200,000 (US$30,969), which Chengdu QLS sublet to Rugao for an annual rent of RMB200,000 (US$30,969). We believe that our, the VIE and its subsidiaries’ current facilities are adequate and suitable for their operations, but we or our affiliated entities may seek additional space as needed to accommodate future growth.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results

Results of Operations for the years ended September 30, 2024 and 2023

Net Revenue

Heparin Products and Sausage Casings

Sales from heparin products and sausage casing decreased by $13.1 million, or 85%, from $15.3 million for the year ended September 30, 2023, to $2.2 million for the year ended September 30, 2024. The decrease of $10 million in sales of heparin products is mainly due to four reasons: 1) Our country issued a centralized procurement policy for heparin products in hospitals, and the procurement price decreased by 50-70% compared to before. This news has reduced the purchasing volume of heparin products for customers in February 2023; 2) At the same time, the price of heparin products has also entered a downward trend, with the sales unit price dropping from 48,000 yuan in April 2023 to 12,000 yuan in December 2023, and now reaching 15,800 yuan; 3) The customer had a relatively large inventory of heparin products purchased in the early stage, and in order to reduce losses, the customer had to digest the inventory. Therefore, the decrease in customer procurement was the main reason for the Company’s sales decline; and 4) The Company went from a profitable state to a loss state, with more production resulting in greater losses.

Therefore, the Company shut down the production factory of Chengdu Qilianshan Biotechnology Co., Ltd., which occupied 78% of the Company’s total Heparin products to reduce losses. Chengdu Qilianshan Biotechnology Co., Ltd. has been shut down since September 2023, only entrusted for processing. The sales of sausage casing decreased by $2 million mainly due to the impact of the national centralized procurement policy, resulting in a decrease in the Company’s production.

In 2020, the Qionglai Municipal Government proposed a new urban planning project to establish the “Qionglai Green Food Industrial Functional Zone” and the production area of Chengdu Qilianshan Biotechnology Co., Ltd. was situated within the urban renewal area of this project. Thus, the management committee of Qionglai Green Food Industrial Functional Zone has requested the Company to relocate. To ensure the sustainable development of our business and upon conducting thorough research and due diligence, the Company decided to move its production facility to Chongqing. This specific location was chosen with the purpose to reduce production costs, improve operational efficiency, and leverage the geographical and resource advantages of the raw materials supply of pig small intestine, as well as attaining the benefits from the tax incentives offered to high-tech enterprises in the Chongqing High-Tech Zone.

Chongqing Shengfu Biological Technology Co., Ltd. initiated trial production in October 2024 and is currently under regular production operations, which coincides with the emerging recovery of the heparin industry.

PART III

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 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: May 8, 2025

Amendment: SEC Form 20-F/A filed by BGM Group Ltd.