SCHEDULE 13G: Significant Stake in BGM Group Ltd. Disclosed by Zhuojun Feng and Martline Limited

Zhuojun Feng and Martline Limited have disclosed a 16.8% beneficial ownership stake in BGM Group Ltd.'s Class A Ordinary Shares, totaling 24,462,500 shares.

Summary

• Zhuojun Feng and Martline Limited have jointly filed a Schedule 13G, disclosing their beneficial ownership in BGM Group Ltd.
• The reporting persons collectively own 24,462,500 Class A Ordinary Shares of BGM Group Ltd.
• This ownership represents 16.8% of the Issuer's total ordinary shares outstanding as of April 25, 2025.
• The percentage is calculated based on 145,794,641 total ordinary shares, comprising 125,794,641 Class A ordinary shares and 20,000,000 Class B ordinary shares.
• Martline Limited, a Hong Kong company, directly holds the shares and is wholly owned by Zhuojun Feng, a citizen of Saint Kitts and Nevis.
• Despite the 16.8% beneficial ownership, the aggregate voting power of the reporting persons is 1.2%, due to Class B ordinary shares carrying 100 votes each compared to Class A shares' one vote.
• The filing certifies that the securities were acquired and are held for passive investment purposes, not for changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, indicating a passive investment. It does not contain performance metrics or forward-looking statements that would typically influence sentiment.

Positives

• The disclosure of a significant 16.8% stake by Zhuojun Feng and Martline Limited demonstrates substantial investor confidence in BGM Group Ltd.

Future Outlook

NA

Management Comments

• "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."

Industry Context

NA

Related Party Transactions

• Martline Limited, which directly holds the 24,462,500 Class A ordinary shares, is wholly owned by Zhuojun Feng, one of the reporting persons.

Stakeholder Impact

• Shareholders: Increased transparency regarding significant ownership stakes. Potential for increased investor confidence due to a large passive investment.

Key Dates

Keywords

BGM Group Ltd., Schedule 13G, beneficial ownership, Class A Ordinary Shares, Zhuojun Feng, Martline Limited, SEC filing, passive investment, equity stake