BGM Group Ltd Private Placement of Class A Ordinary Shares and Warrants

BGM Group Ltd has entered into a securities purchase agreement for a private placement of 200,000,000 Class A ordinary shares and warrants to purchase an additional 200,000,000 Class A ordinary shares. The subscription price is US$0.06 per share. The warrants will be exercisable in two tranches at 200% and 250% of the per share purchase price, respectively, and will expire five years after the initial exercise date. The private placement is expected to close in June 2026, with proceeds intended for working capital and general corporate purposes. Upon closing, the company will have 380,623,358 Class A ordinary shares outstanding. The agreement includes standard provisions regarding representations, warranties, covenants, and conditions for closing, with specific attention to the resale of securities under the Securities Act and Nasdaq listing requirements.