SCHEDULE 13D/A: AIFU Inc. and CISG Holdings Ltd. Amend BGM Group Ltd. Stake, Divesting Significant Class A Shares

AIFU Inc. and its wholly-owned subsidiary CISG Holdings Ltd. have filed an amended Schedule 13D, disclosing the completion of a share transfer that reduces their beneficial ownership in BGM Group Ltd. to approximately 8.99% of ordinary shares.

Summary

• AIFU Inc. and CISG Holdings Ltd. (Reporting Persons) filed an Amendment No. 1 to their Schedule 13D regarding BGM Group Ltd., amending and supplementing the original filing from January 6, 2025.
• CISG Holdings Ltd. is a wholly-owned subsidiary of AIFU Inc.
• On March 12, 2025, CISG Holdings Ltd. entered into share transfer agreements with four third-party investment firms (the "Purchasers").
• Pursuant to these agreements, CISG Holdings Ltd. transferred a total of 53,466,331 Class A ordinary shares of BGM Group Ltd. to the Purchasers.
• The aggregate consideration for this share transfer is US$106,932,662.
• The share transfer was completed on May 23, 2025, which is referred to as the "Closing Date."
• Following the completion of the Share Transfer, AIFU Inc., through CISG Holdings Ltd., now beneficially owns 16,529,330 Class A ordinary shares of BGM Group Ltd.
• This beneficial ownership represents approximately 8.99% of the issued and outstanding ordinary shares of BGM Group Ltd.
• The Reporting Persons' beneficial ownership accounts for approximately 0.76% of the total voting power of BGM Group Ltd.
• The percentage calculations are based on 183,959,931 ordinary shares outstanding as of April 30, 2025, which includes 163,959,931 Class A ordinary shares and 20,000,000 Class B ordinary shares.
• Each Class A ordinary share of BGM Group Ltd. is entitled to one (1) vote, while each Class B ordinary share is entitled to one hundred (100) votes.
• The stated purpose of the Share Transfer is to enhance BGM Group Ltd.'s capital efficiency and financial flexibility.
• The Reporting Persons acquired beneficial ownership of the shares for investment purposes and may engage in communications with BGM Group Ltd.'s management or board regarding operations, strategies, and other relevant matters.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. It discloses a significant share transfer, which reduces the reporting persons' stake but is framed as enhancing the issuer's capital efficiency. The deferred payment is a minor negative. The overall tone is factual and compliant, indicating a planned transaction rather than an unexpected event.

Positives

• The share transfer is stated to enhance BGM Group Ltd.'s capital efficiency and financial flexibility.
• The Reporting Persons maintain an investment purpose and intend to engage with BGM Group Ltd.'s management and board to offer suggestions on operations and strategies.

Negatives

• The Reporting Persons' voting power in BGM Group Ltd. is significantly reduced to 0.76% due to the share transfer and the dual-class share structure.
• The aggregate consideration of US$106,932,662 for the share transfer will be paid in two installments within two years from the closing date, indicating a deferred payment structure.

Risks

• The Reporting Persons may, from time to time, review their investment position and potentially make additional purchases or dispose of all or part of their investments, which could introduce market uncertainty.
• The deferred payment structure for the US$106,932,662 consideration introduces a credit risk for CISG Holdings Ltd. until the full amount is received over the next two years.

Future Outlook

The Reporting Persons state they have no present plans or proposals to acquire or dispose of additional Ordinary Shares of BGM Group Ltd. However, they may, from time to time, review their investment position and potentially make additional purchases or dispose of all or part of their investments. These decisions will depend on their evaluation of BGM Group Ltd.'s business, prospects, financial condition, strategic direction, market conditions, other opportunities, and general economic factors. The aggregate consideration of US$106,932,662 for the share transfer will be paid in two installments within two years from the closing date of May 23, 2025.

Management Comments

• "The purpose of the Share Transfer is to enhance the Company's capital efficiency and financial flexibility."
• "Consistent with the Reporting Persons' investment purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, management of the Issuer or one or more members of the board of directors of the Issuer, and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic direction and transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Ordinary Shares."

Industry Context

This filing indicates a significant adjustment in a major shareholder's stake in BGM Group Ltd., an AI-driven independent financial service provider in China. Such divestments can reflect a strategic re-evaluation by the selling entity (AIFU/CISG) or a capital restructuring for the target company (BGM Group Ltd.). The substantial reduction in voting power for the Reporting Persons, despite retaining a notable equity stake, highlights the impact of dual-class share structures common in some markets, where Class B shares carry disproportionately higher voting rights.

Stakeholder Impact

• Shareholders of BGM Group Ltd.: The reduction in AIFU/CISG's equity stake and voting power could alter the shareholder structure and influence dynamics. The stated purpose of enhancing capital efficiency and financial flexibility could be viewed positively.
• Shareholders of AIFU Inc.: The divestment of a significant stake in BGM Group Ltd. could impact AIFU's balance sheet and strategic focus.
• Purchasers: The four third-party investment firms acquire a significant Class A ordinary share stake in BGM Group Ltd.

Next Steps

• The purchasers are expected to pay the aggregate consideration of US$106,932,662 in two installments within two years from May 23, 2025.
• The Reporting Persons may review their investment position in BGM Group Ltd. and potentially make additional purchases or dispositions of shares.
• The Reporting Persons may engage in communications with BGM Group Ltd.'s management or board regarding operations, prospects, business and financial strategies, and other relevant matters.

Key Dates

Recommendation

Keywords

SEC filing, Schedule 13D/A, BGM Group Ltd., AIFU Inc., CISG Holdings Ltd., share transfer, beneficial ownership, Class A Ordinary Share, investment, capital efficiency, financial flexibility, equity stake, corporate governance, shareholder engagement