[6-K/A] AGM Group Holdings Inc. Amended Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Amended Form 6-K corrects a clerical error in the previously filed July 1, 2025 report and restates AGM Group’s current capital structure.

On 25 Jun 2025 the board:

• Cancelled 12,000 Class B shares held by former CTO Yufeng Mi and 30,000 held by Wenjie Tang.
• Issued 1,200,000 new Class B shares to CEO/CSO Bo Zhu for past and future services; no cash was paid.

After these actions the company has 3,174,163 shares outstanding (1,974,163 Class A; 1,200,000 Class B). Class A carries one vote, Class B five votes. Bo Zhu now owns 37.81 % of equity but controls 75.24 % of total voting power.

The dual-class structure makes AGMH a “controlled company” under Nasdaq rules, allowing optional exemptions from certain corporate-governance requirements. No financial results, earnings data or operational updates are included.

Insights

Corporate Governance Analyst

TL;DR: CEO awarded 1.2 M super-voting shares, gaining 75 % control; minority-holder risk rises.

The amendment fixes disclosure but formalises a substantial governance shift. The 1.2 M non-convertible Class B shares issued for “services” expand total equity by only 36 %, yet voting control consolidates under Bo Zhu (75.24 %). AGMH now qualifies as a Nasdaq “controlled company,” enabling exemptions from board-independence and committee rules. With no performance hurdles or cash consideration, the grant entrenches management and weakens shareholder protections—overall a negative signal for governance-focused investors.

Securities Analyst

TL;DR: Structural—not operational—change; limited near-term financial impact.

The filing involves share-class rebalancing, with negligible effect on aggregate market capitalization because Class B is illiquid and non-transferable. While voting dilution is material, economic dilution is minor (net +1.158 M shares). Unless the market prices a governance discount, valuation impact should be modest. No earnings, cash-flow or guidance metrics were provided, so fundamental forecasts remain unchanged.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

Amendment No. 1

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-38309

AGM GROUP HOLDINGS INC.

(Translation of registrant’s name into English)

c/o Creative Consultants (Hong Kong) Limited

RM502C, 5/F, HO KING COMM CTR, 2-16 FAYUEN ST,

MONGKOK KOWLOON, HONG KONG

+852 975-02047 – telephone

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

EXPLANATORY NOTE

This Amendment on Form 6-K/A amends and restates the Current Report on Form 6-K furnished on July 1, 2025 (the “Report”) by AGM Group Holdings Inc. (the “Company”) in order to correct a clerical error in the number of Class B Ordinary Shares held by Bo Zhu in the Report. No other changes were made to the Report.

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CORRECTION - Cancellation and Issuance of Class B Ordinary Shares

Pursuant to the currently effective Second Amended and Restated Memorandum and Articles of Association, the board of directors of AGM Group Holdings Inc. (the “Company”) has duly approved (i) the automatic cancellation of 12,000 Class B Ordinary Shares held by Yufeng Mi, the former Chief Technology Officer of the Company, upon the termination of his employment with the Company or its subsidiaries as of June 25, 2025; (ii) automatic cancellation of 30,000 Class B Ordinary Shares held by Wenjie Tang upon the termination of his employment with the Company or its subsidiaries as of June 25, 2025 (together with the cancellation of Class B Ordinary Shares of Yufeng Mi, collectively referred to as the “Cancellation of Class B Shares”); and (iii) the issuance of 1,200,000 Class B Ordinary Shares to Bo Zhu, the Chief Executive Officer, Chief Strategy Officer and Director of the Company (the “Issuance of Class B Shares”) on June 25, 2025. The Issuance of Class B Shares is made for non-money consideration in the form of services rendered and of future services to be rendered by Bo Zhu.

The Company’s share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B Ordinary Shares are entitled to five votes per share. After the Cancellation of Class B Shares and the Issuance of Class B Shares, (i) the total issued and outstanding shares of the Company are 3,174,163 shares, consisting of 1,974,163 Class A Ordinary Shares and 1,200,000 Class B Ordinary Shares; and (ii) Bo Zhu owns 1,200,000 Class B Ordinary Shares, which constitute approximately 37.81% of the Company’s total issued and outstanding shares and 75.24% of the aggregate voting power as of the date hereof. The Class B Ordinary Shares cannot be converted into Class A Ordinary Shares, and may not be sold, assigned, transferred, alienated, commuted, anticipated, or otherwise disposed of, or pledged or hypothecated as collateral for a loan or as security for the performance of any obligation, or be otherwise encumbered.

As a result, upon the Issuance of Class B Shares, the Company qualifies as a “controlled company” as defined under the corporate governance rules of the Nasdaq Stock Market LLC (“Nasdaq”). For so long as the Company remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules. In addition, as a foreign private issuer, the Company is permitted to rely on certain exemptions from Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers. While the Company does not currently rely on these exemptions, it may elect to do so in the future, in which case it would not be required to comply with certain Nasdaq corporate governance standards.

Safe Harbor Statement

This report contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about AGM Group Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in AGM Group Holdings Inc.’s filings with the SEC. All information provided in this report is as of the date of this report, and AGM Group Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 24, 2025	AGM GROUP HOLDINGS INC.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

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