Agm Group Holdings Inc SEC Filings

AGM Group Holdings Inc. has filed Amendment No. 2 to its Form F-1 registration statement as an exhibit-only update, leaving the main prospectus and core terms unchanged. The amendment mainly adds legal and administrative sections, including detailed provisions on how the company may indemnify its directors and officers under British Virgin Islands law and the limits imposed by U.S. securities law.

The filing also summarizes prior capital markets activity. In December 2021, AGM completed a registered direct offering of 2,898,552 Class A ordinary shares and a concurrent private placement of unregistered warrants to purchase up to 1,449,276 Class A ordinary shares, for gross proceeds of about US$20 million, with additional placement agent warrants issued as compensation. In June 2025, the company issued 1,200,000 Class B ordinary shares to Chief Executive Officer Bo Zhu in consideration of past and future services in a transaction relying on Regulation S. The amendment further lists key corporate, legal and accounting exhibits and includes updated signature and authorization pages.

AGM Group Holdings Inc. filed Amendment No. 1 to a Form F-1 for the resale of up to 7,649,160 Class A Ordinary Shares. The shares may be sold from time to time by L1 Capital Global Opportunities Master Fund and include (i) 7,449,160 shares issuable upon conversion of convertible advances, (ii) 50,000 Pre-Delivery Shares, and (iii) pre-funded warrants to purchase 150,000 additional Pre-Delivery Shares. The company is not selling any shares under this prospectus and will not receive proceeds from sales by the selling shareholder.

The advances bear no stated interest, mature in 12 months, and are convertible at 90% of the lowest five-day VWAP, subject to a US$0.7844 floor price. Sales may occur at fixed, market, related, or negotiated prices as described under Plan of Distribution. AGM’s Class A Ordinary Shares trade on Nasdaq under “AGMH.”

As of the date of this prospectus, issued and outstanding share capital consisted of 1,977,191 Class A Ordinary Shares and 1,200,000 Class B Ordinary Shares. On September 10, 2025, the board approved an increase in authorized shares to 90,000,000 (60,000,000 Class A; 30,000,000 Class B). The filing also highlights PRC-related regulatory and operational risks tied to subsidiaries operating in China and Hong Kong.

AGM Group Holdings (AGMH) reported the completion of two divestitures. On July 30, 2025, its Hong Kong unit sold all shares of AGM Tianjin and subsidiary AGM Beijing to Huai’an Qiguangdian Network Technology for US$5,000, after which the seller no longer controlled those entities.

On September 9, 2025, the Company completed the sale of all shares of AGM Technology Limited (AGM HK)—a wholly owned subsidiary primarily engaged in sales of cryptocurrency mining machines and standardized computing equipment—to Mr. Peng Liu for US$6,850,000, and will no longer control AGM HK. Unaudited pro forma condensed consolidated financial statements reflecting these transactions for the six months ended June 30, 2025 and for the years ended December 31, 2024 and 2023 were filed as Exhibit 99.1.

AGM Group Holdings Inc. filed a Form F-1 to register the resale of up to 7,649,160 Class A Ordinary Shares by L1 Capital Global Opportunities Master Fund. The amount includes 7,449,160 shares issuable upon conversion of convertible advances, 50,000 pre‑delivery shares, and pre‑funded warrants to purchase 150,000 additional pre‑delivery shares. The company is not selling shares in this registration and will not receive proceeds from resales; it has already received proceeds from the advances.

The advances bear no stated interest, mature in 12 months, and are convertible at 90% of the lowest 5‑day VWAP, subject to a US$0.7844 floor, with conversions below the floor permitted only as outlined in a letter agreement. AGMH’s Class A Ordinary Shares trade on Nasdaq under “AGMH.”

Issued and outstanding share capital consisted of 1,977,191 Class A and 1,200,000 Class B shares as of the prospectus date; this is a baseline figure, not the amount being offered. The board approved an increase in authorized shares to 90,000,000 (60,000,000 Class A; 30,000,000 Class B). The prospectus highlights PRC regulatory and HFCAA-related risks, including CSRC filing requirements for overseas offerings.

AGM Group Holdings Inc. (AGMH) announced it will remain listed on The Nasdaq Capital Market. Nasdaq advised the company that it maintained compliance with the Listing Rules through September 29, 2025, as required by a June 3, 2025 Nasdaq Hearings Panel decision. Based on this, the Panel determined to allow the company to maintain its listing.