AGM Group Holdings Inc. Announces Completion of 50 for 1 Share Consolidation

Rhea-AI Summary

AGM Group Holdings (NASDAQ: AGMH) has completed a 50-for-1 share consolidation effective June 3, 2025. The consolidation reduces the company's Class A ordinary shares from 98,713,955 to approximately 1,974,279, with par value increasing from US$0.001 to US$0.05 per share. Class B ordinary shares were reduced from 2,100,000 to approximately 42,000. The stock continues trading on Nasdaq under symbol AGMH with a new CUSIP Number G0132V121. No fractional shares were issued, with fractional shares rounded down and cash payments made to shareholders. The consolidation maintains shareholders' proportional ownership interests, except for fractional share adjustments. Physical certificate holders will receive instructions to exchange their shares through VStock Transfer, LLC.

Positive

• None.

Negative

• Significant reduction in total outstanding shares could impact stock liquidity
• Potential cash outflow for fractional share payments

Insights

Financial Restructuring Specialist

AGM's 50:1 reverse split may help maintain NASDAQ listing but signals potential financial challenges without addressing fundamental business issues.

AGM Group has completed a significant 50:1 share consolidation, reducing its Class A ordinary shares from approximately 98.7 million to just 1.97 million shares, while Class B shares decreased from 2.1 million to 42,000. This drastic consolidation ratio is noteworthy - typically companies implement reverse splits at lower ratios like 10:1 or 20:1. The substantial 50:1 ratio suggests serious concerns about the stock's trading price.

This move bears all the hallmarks of a NASDAQ compliance maneuver. While not explicitly stated, reverse splits of this magnitude are commonly implemented when companies risk delisting for failing to maintain the exchange's $1 minimum bid requirement. By consolidating shares at this extreme ratio, AGM is likely attempting to boost its share price well above the minimum threshold to create a compliance buffer.

Shareholders should understand that while their percentage ownership remains theoretically unchanged (except for fractional share adjustments), this action does nothing to address AGM's underlying business fundamentals or financial position. The market typically views extreme reverse splits negatively, often resulting in renewed selling pressure that can erode the artificial price increase. The change in par value from $0.001 to $0.05 is purely mechanical and carries no intrinsic significance for investors.

Without accompanying strategic initiatives or capital infusion announcements, this financial engineering appears to be primarily focused on maintaining listing requirements rather than signaling any meaningful business turnaround.

Beijing, June 03, 2025 (GLOBE NEWSWIRE) -- AGM Group Holdings Inc. (“AGM Holdings” or the “Company”) (NASDAQ: AGMH), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, announced that on June 3, 2025 (the “Effective Date”), it completed the consolidation (the “Consolidation”) of the ordinary shares of the Company (the “Shares”) on the basis of 50 pre-Consolidation Shares for every one (1) post-Consolidation Share.

The Company’s ordinary shares began trading on a post-Consolidation basis at market open on June 3, 2025.

As a result of the Consolidation, the Company’s total issued and outstanding Class A ordinary shares have been reduced from 98,713,955 Class A ordinary shares with a par value of US$0.001 each to approximately 1,974,279 Class A ordinary shares with a par value of US$0.05 each. The Company’s total issued and outstanding Class B ordinary shares have been reduced from 2,100,000 Class B ordinary shares with a par value of US$0.001 each to approximately 42,000 Class B ordinary shares with a par value of US$0.05 each.

As stated in the Company’s press release announcing the Consolidation dated May 29, 2025, no fractional shares have been issued to any shareholders in connection with the Consolidation, and any fractional shares which resulted from the Consolidation have been rounded down to the next whole number and the Company has made a cash payment (without interest) to all the holders of Class A Ordinary Shares and Class B Ordinary Shares equal to such fraction multiplied by the average of the closing sales prices of the ordinary shares on Nasdaq during regular trading hours for the five consecutive trading days immediately preceding the first trading day of the Consolidation (with such average closing sales prices being adjusted to give effect to the Consolidation) subject to a de minimums. The Consolidation affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares.

Trading in the Class A ordinary shares continues on the Nasdaq Capital Market, under the same symbol “AGMH” but under a new CUSIP Number, G0132V121.

Registered shareholders who hold physical Share certificates will receive a letter of transmittal requesting that they forward pre-Consolidation Share certificates to the Company’s transfer agent, VStock Transfer, LLC in exchange for new Share certificates representing Shares on a post-Consolidation basis. Shareholders who hold their Shares through a broker or other intermediary and do not have Shares registered in their own name will not be required to complete a letter of transmittal.

About AGM Group Holdings Inc.

AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented Application-Specific Integrated Circuit (ASIC) chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit www.agmprime.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

AGM Group Holdings Inc.
Email: ir@agmprime.com
Website: http://www.agmprime.com

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

What is the new share count for AGMH after the 50:1 consolidation?

After the consolidation, AGMH has approximately 1,974,279 Class A ordinary shares and 42,000 Class B ordinary shares outstanding.

When did AGMH's 50:1 share consolidation take effect?

AGM Group Holdings' 50:1 share consolidation became effective on June 3, 2025, with trading beginning on a post-consolidation basis at market open on the same date.

What happens to fractional shares in AGMH's consolidation?

Fractional shares are rounded down to the next whole number, with shareholders receiving cash payments based on the average closing price for the five trading days before the consolidation.

What is AGMH's new par value per share after consolidation?

The par value of AGMH shares increased from US$0.001 to US$0.05 per share following the consolidation.

Do AGMH shareholders need to take any action for the consolidation?

Only shareholders holding physical share certificates need to forward their certificates to VStock Transfer, LLC. Shareholders holding shares through brokers require no action.