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.
AGM Group Holdings Inc. filings document foreign private issuer reports on financing agreements, operating results, corporate governance, capital structure, subsidiary transactions, and listing status. Recent Form 6-K reports include an equity line of credit facility, a related warrant, original-issue-discount convertible advances, registration-rights arrangements, and subsidiary guarantees tied to capital access.
The company’s filings also provide interim management discussion and unaudited condensed consolidated financial statements, pro forma financial information for completed subsidiary sales, and amendments to its memorandum and articles of association. Governance and corporate-status disclosures include the authorization of Class A and Class B ordinary shares, changes involving BVI corporate administration, and Nasdaq continued-listing matters.
AGM Group Holdings Inc. (AGMH) is updating a previously effective Form F-1 to incorporate its 2025 Form 20-F and related disclosures while maintaining registration for the resale of up to 7,649,160 Class A Ordinary Shares by L1 Capital Global Opportunities Master Fund. These include up to 7,449,160 shares issuable upon conversion of original issue discount convertible advances, 50,000 Pre-Delivery Shares and pre-funded warrants for 150,000 additional Pre-Delivery Shares. AGM is not selling shares in this offering and will not receive proceeds from resales, having already received cash from issuing the Advances.
The Advances are convertible at 90% of the lowest 5-day VWAP, subject to a US$0.7844 floor price, bear no stated interest unless in default, and mature 12 months after issuance. As of the prospectus date, AGM has 3,596,375 Class A and 1,200,000 Class B shares outstanding; Class B carries five votes per share, giving CEO Bo Zhu 62.52% of voting power. AGM is now a BVI holding company operating via subsidiaries in Hong Kong SAR, Canada and the BVI after disposing of all PRC subsidiaries, but remains within the HFCAA framework because its PCAOB-registered auditor is headquartered in Guangzhou, China, creating ongoing U.S. listing and regulatory risk.
AGM Group Holdings Inc., an integrated technology company focused on high-performance hardware and blockchain-oriented ASIC-based crypto miners, reports that Nasdaq has confirmed the company has regained compliance with Nasdaq Listing Rule 5250(c)(1). This rule requires timely filing of all periodic financial reports with the SEC for continued listing.
Nasdaq had previously notified AGM on May 18, 2026 that it was out of compliance because its Annual Report on Form 20-F for the year ended December 31, 2025 had not yet been filed. AGM filed this Form 20-F on August 7, 2026, and Nasdaq’s Listing Qualifications Department sent a letter on August 10, 2026 confirming that the matter is closed.
AGM Group Holdings Inc. is a British Virgin Islands holding company that operates primarily through subsidiaries in Hong Kong SAR, the British Virgin Islands and Canada, with no VIE structure and all PRC subsidiaries disposed. Its Class A shares trade on Nasdaq.
As of December 31, 2025, there were 2,547,191 Class A and 1,200,000 Class B ordinary shares outstanding. The business is closely tied to the bitcoin ecosystem, including sales of mining machines, and faces extensive technological, market and security risks related to cryptocurrencies and blockchain protocols.
The group highlights complex PRC regulatory exposure from its historical China operations, including potential CSRC filing obligations and evolving cybersecurity and data-security regimes, despite currently believing its structure falls outside those regimes. It also discloses HFCAA-related delisting risk if PCAOB access to its PRC-based auditor changes.
Operations depend on highly concentrated customers and suppliers, and there is a disclosed material weakness in internal control over financial reporting due to limited U.S. GAAP expertise. The company has not transferred cash among group entities or paid dividends for 2023–2025 and does not expect near-term dividends.
AGM Group Holdings Inc. reported that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 20-F for the year ended December 31, 2025. The notice does not immediately affect the listing or trading of AGM’s shares on the Nasdaq Capital Market.
The company has 60 days from the May 18, 2026 notification to submit a compliance plan. If Nasdaq accepts the plan, AGM could receive up to 180 days from the Form 20-F due date, or until November 11, 2026, to regain compliance. Management states it is working diligently to complete and file the Form 20-F and expects to either submit a plan or file the report within Nasdaq’s prescribed timeline.
AGM Group Holdings, Inc. director and Chief Executive Officer Zhu Bo filed an initial statement of beneficial ownership. The filing reports direct ownership of 1,200,000 Class B Ordinary Shares, establishing his status as a more than ten percent owner. This Form 3 reflects existing holdings rather than a new purchase or sale.
AGM Group Holdings, Inc. director Cao Yang filed an initial statement of ownership on Form 3. This filing lists Yang as a director of the company but does not report any stock transactions or derivative positions, serving as a baseline disclosure of insider status.
AGM GROUP HOLDINGS, INC. director NIU JIANPING has filed an initial insider ownership report on Form 3 for ticker AGMH. The filing lists this person as a director, not an officer and not a ten percent owner, and does not report any transactions or derivative positions.
AGM Group Holdings, Inc. director Jia Hailiang filed an initial Form 3 reporting status as a director of the company. The filing shows no reported transactions, no buy or sell activity, and no derivative positions or holding entries at the time of this report.
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.