Welcome to our dedicated page for Agm Group Holdings SEC filings (Ticker: AGMH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The AGM Group Holdings Inc. (AGMH) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on the Nasdaq Capital Market. AGM files reports such as Form 20-F and Form 6-K under the Securities Exchange Act of 1934, along with exhibits and Inline XBRL data. These documents contain detailed information on AGM’s technology focus, capital structure, financings, and significant corporate transactions.
Through its Form 6-K filings, AGM has reported share consolidation measures, including a 50-for-1 consolidation of its ordinary shares, and subsequent amendments to its memorandum and articles of association to increase authorized share capital. Filings also describe Nasdaq listing compliance developments, including decisions by the Nasdaq Hearings Panel and letters confirming continued listing on the Nasdaq Capital Market.
AGM’s SEC reports disclose financing arrangements such as a Securities Purchase Agreement for up to US$6 million in original issue discount convertible advances, related Registration Rights and Guarantee Agreements, and a convertible promissory note offering. The company has also filed information on divestitures of subsidiaries involved in high-performance hardware and computing equipment, including Nanjing Lucun Semiconductor Co. Ltd., AGM Tianjin Construction Development Co., Ltd., Beijing AnGaoMeng Technology Service Co., Ltd., and AGM Technology Limited (AGM HK), accompanied by unaudited pro forma condensed consolidated financial statements.
Other filings provide Management’s Discussion and Analysis for interim periods, unaudited interim condensed consolidated financial statements, and details of the 2025 Share Incentive Plan. On Stock Titan, AI-powered tools summarize AGM’s 6-K and 20-F disclosures, highlight key terms in financing and equity transactions, and help readers quickly identify information about share structure changes, convertible securities, and major asset sales without manually reviewing every page of the underlying filings.
Group Holdings Inc. has filed an F‑1 registration statement covering up to 25,000,000 Class A Ordinary Shares for resale by L1 Capital Global Opportunities Master Fund. This includes 24,391,223 shares issuable under an equity line of credit and 608,777 shares issuable upon exercise of a five‑year warrant.
The company is not directly selling shares in this prospectus and will not receive proceeds from L1’s resales, but may receive up to US$25 million in gross proceeds from future share sales to L1 under the equity line facility. The Class A Ordinary Shares trade on Nasdaq under the symbol “AGMH.”
Group Holdings is a British Virgin Islands holding company that operates in mainland China, Hong Kong SAR, Canada and other jurisdictions through subsidiaries, with no VIE structure. The filing highlights extensive legal, regulatory and capital‑control risks tied to PRC oversight, CSRC filing requirements, cybersecurity and HFCAA-related audit inspections, which could affect its ability to raise capital or keep its U.S. listing. The dual‑class share structure concentrates voting control, as the CEO holds Class B shares representing about 74.75% of total voting power, and the company does not expect to pay cash dividends in the foreseeable future.
Group Holdings Inc. entered into a securities purchase agreement with an institutional investor that establishes an equity line of credit of up to
As part of the deal, Group Holdings issued a five‑year warrant to the investor to purchase 608,777 ordinary shares at an exercise price of
AGM Group Holdings Inc. has filed a Form F-3 shelf registration to offer and sell, from time to time, up to US$60,000,000 of Class A ordinary shares, debt securities, rights and units. The company is a British Virgin Islands holding company whose operations are conducted mainly through subsidiaries in mainland China, Hong Kong, Canada, the BVI and Singapore, so investors are buying equity in the BVI holding company rather than the PRC operating entities.
The filing highlights significant China-related legal and regulatory risks, including evolving PRC rules on overseas listings, cybersecurity and data security, and potential impacts of the Holding Foreign Companies Accountable Act if the PCAOB cannot inspect the auditor. AGM is a foreign private issuer and an emerging growth company and can use reduced U.S. reporting requirements. The board has increased authorized share capital to 90,000,000 shares and the CEO controls most voting power through Class B shares, making AGM a controlled company under Nasdaq rules. The company states it has not paid dividends and currently intends to retain earnings for operations and expansion.
AGM Group Holdings Inc., a British Virgin Islands holding company, has filed a Form F-3 shelf registration to offer and sell up to US$60,000,000 of Class A Ordinary Shares, debt securities, rights and units from time to time. Specific pricing, amounts and structures for each takedown will be detailed in future prospectus supplements.
The company’s Class A Ordinary Shares trade on Nasdaq under “AGMH,” with a public float of about US$4.0 million as of January 13, 2026, which limits primary offerings under Form F-3 to one‑third of that float in any 12‑month period while it remains below US$75 million. AGM is a foreign private issuer and an emerging growth company, allowing reduced U.S. reporting requirements and use of certain home‑country corporate governance practices.
AGM operates primarily through subsidiaries in mainland China, Hong Kong, Canada, the BVI and Singapore, and investors are buying equity in the BVI holding company, not the PRC operating entities. The filing highlights substantial legal and regulatory risks tied to PRC oversight, capital controls, evolving CSRC and cybersecurity regimes, as well as potential HFCAA-related delisting risk if the PCAOB is again unable to inspect its China-based auditor.
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.