{"url_path":"/sec/bgm/10-k/2026/item-9","section_key":"item-9","section_title":"Item 9 THE OFFER AND LISTING**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","accession_number":"0001104659-26-085247","cik":"0001779578","ticker":"BGM","issuer_name":"BGM Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","primary_entity_key":"0001779578","primary_entity_name":"BGM Group Ltd."},"word_count":432,"has_tables":true,"body_markdown":"**ITEM 9.   THE OFFER AND LISTING**\n\nA. Offering and Listing Details\n\nOur Ordinary Shares have been listed on the Nasdaq Global Market since January 12, 2021 under the symbol “QLI.”\n\nOn February 16, 2023, the Board of Directors declared a one-time special cash dividend in the amount of $0.05 per ordinary share. The total amount of cash to be distributed in the divided was $1,787,500 and was paid on March 6, 2023, to all ordinary shareholders of record as of the close of business on February 28, 2023.\n\n​\n\nOn November 27, 2023, we applied to transfer our Ordinary Shares to The Nasdaq Capital Market (the “Capital Market”), as allowed under the Nasdaq Listing Rules. On December 13, 2023, the transfer from The Nasdaq Global Market to the Capital Market was approved. Effective at the opening of business on December 15, 2023, our Ordinary Shares were transferred to the Capital Market and continued to trade under the symbol “QLI”.\n\n​\n\nEffective at the opening of business on August 11, 2024, the trading symbol of our Class A ordinary shares was changed to “BGM” on the Nasdaq Stock Market.\n\n​\n\nOn October 18, 2024, shareholders approved the change of our company name to BGM Group Ltd at an extraordinary meeting of shareholders. Effective on October 30, 2024, we changed our name to “BGM Group Ltd.”\n\n​\n\nOn July 9, 2026, shareholders approved the reduction of BGM Group Ltd.’s share capital and the reorganization of BGM Group Ltd., pursuant to which the par value of each issued class A ordinary share of par value of US$0.00833335, each issued class B ordinary share of par value of US$0.00833335, and each issued preferred share of par value of US$0.00833335 in the share capital of the Company be reduced to US$0.0001 by cancelling US$0.00823335 of the paid-up capital on each issued class A ordinary share of par value of US$0.00833335, each issued class B ordinary share of par value of US$0.00833335, and each issued preferred share of par value of US$0.00833335 (the “Share Capital Reduction and Reorganization). As of the date of this annual report, the registration of the minutes of the special resolution in relation to the Share Capital Reduction and Reorganization and the Share Sub - Division have not been completed.\n\n​\n\nB. Plan of Distribution\n\n​\n\nNot applicable.\n\n​\n\nC. Markets\n\n​\n\nOur Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “BGM.”\n\n​\n\nD. Selling Shareholders\n\n​\n\nNot applicable.\n\n135\n\n[Table of Contents](#TOC)\n\n​\n\nE. Dilution\n\n​\n\nNot applicable.\n\n​\n\nF. Expenses of the Issue\n\n​\n\nNot applicable.\n\n​"}