Group Holdings (AGMH) lifts authorized shares to 90M across Class A and B

Rhea-AI Filing Summary

Group Holdings Inc. reported changes to its corporate structure. Effective October 2, 2025, the company amended its memorandum and articles of association to increase its authorized share capital from 8,000,000 shares to 90,000,000 shares, all with a par value of US$0.05.

The new authorization comprises 60,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares. The board of directors approved this amendment on September 10, 2025, stating it was adopted to support the company’s long-term growth and overall commercial objectives. The company also changed its registered agent in the British Virgin Islands to Aegis International Group Limited, effective September 24, 2025.

Insights

Capital structure and governance analyst

Group Holdings greatly expands authorized shares without announcing specific issuances.

Group Holdings Inc. increased its authorized share capital from 8,000,000 shares to 90,000,000 shares, split into 60,000,000 Class A and 30,000,000 Class B shares, each with a par value of US$0.05. The board approved this on September 10, 2025, and it became effective on October 2, 2025.

This change provides capacity for future equity-related actions such as financings, incentives, or acquisitions, though no specific transactions are described. The filing states the amendment was adopted to support “long-term growth and overall commercial objectives,” indicating strategic flexibility rather than an immediate capital raise.

The company also changed its registered agent in the British Virgin Islands to Aegis International Group Limited effective September 24, 2025, which is an administrative adjustment. Subsequent company disclosures would be needed to learn whether and how the expanded authorization is used.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-38309

AGM GROUP HOLDINGS INC.

(Translation of registrant’s name into English)

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

Wanchai, 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 ☐

Amendment of Memorandum and Articles of Association; Increase of Number of Authorized Shares

Effective as of October 2, 2025, AGM Group Holdings Inc. (the “Company”) amended its memorandum and articles of association (the “M&A”) to increase the number of authorized shares from 8,000,000 shares with a par value of US$0.05 each, comprising (i) 4,000,000 Class A ordinary shares, par value US$0.05 per share, and (ii) 4,000,000 Class B ordinary shares, par value US$0.05 per share, to 90,000,000 shares with a par value of US$0.05 each, comprising (i) 60,000,000 Class A ordinary shares, par value US$0.05 per share, and (ii) 30,000,000 Class B ordinary shares, par value US$0.05 per share. This amendment was approved by the board of directors on September 10, 2025 and went effective on October 2, 2025 upon the completion of the filing with the British Virgin Islands Registrar of Corporate Affairs in accordance with the BVI Business Companies Act, Revised Edition 2020, together with any other notices as required pursuant to the laws of the British Virgin Islands. This amendment was adopted to support the Company’s long-term growth and overall commercial objectives.

The M&A was amended by deleting Clause 7 in its entirety and replacing it with:

“The Company is authorized to issue a maximum of 90,000,000 shares with a par value of USD 0.05 each, comprising i) 60,000,000 shares of Class A Ordinary Shares, par value USD 0.05 per share and ii) 30,000,000 shares of Class B Ordinary Shares, par value USD 0.05 per share.”

The Company has also obtained approval from the British Virgin Islands Financial Services Commission to change its registered agent from Overseas Management Company Trust (B.V.I.) Ltd. to Aegis International Group Limited, effective as of September 24, 2025.

The descriptions of the foregoing amendment to the memorandum and articles of association are qualified in its entirety by reference to the written resolutions of the Board of the Company dated September 10, 2025, filed as Exhibit 3.1 to this Form 6-K.

Exhibit Index

Exhibit No.		Description
3.1		Written Resolutions of the Directors of the Company Passed on September 10, 2025

1

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: October 10, 2025
	AGM Group Holdings Inc.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

2

FAQ

What change did Group Holdings Inc. (AGMH) make to its authorized share capital?

Group Holdings Inc. increased its authorized share capital from 8,000,000 shares to 90,000,000 shares, all with a par value of US$0.05. The new structure authorizes 60,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares to support long-term growth objectives.

How are Group Holdings Inc. (AGMH) authorized shares now structured by class?

After the amendment, Group Holdings Inc. is authorized to issue 60,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares, each with a par value of US$0.05. This replaces the prior 4,000,000 Class A and 4,000,000 Class B share authorization.

When did Group Holdings Inc. (AGMH) approve and implement its share authorization change?

The board of Group Holdings Inc. approved the authorized share increase on September 10, 2025. The amendment became effective on October 2, 2025, after completion of required filings with the British Virgin Islands Registrar of Corporate Affairs under applicable law.

Why did Group Holdings Inc. (AGMH) increase its authorized shares?

Group Holdings Inc. states the amendment was adopted to support the company’s long-term growth and overall commercial objectives. Increasing authorized shares provides capacity for potential future corporate actions, though this filing does not describe any specific planned issuances or transactions.

Did Group Holdings Inc. (AGMH) change its registered agent in the British Virgin Islands?

Yes. Group Holdings Inc. obtained approval to change its registered agent from Overseas Management Company Trust (B.V.I.) Ltd. to Aegis International Group Limited. This change became effective on September 24, 2025, as part of its British Virgin Islands corporate administration.

What legal document did Group Holdings Inc. (AGMH) amend to increase authorized shares?

Group Holdings Inc. amended its memorandum and articles of association by replacing Clause 7. The new clause authorizes up to 90,000,000 shares, including 60,000,000 Class A and 30,000,000 Class B ordinary shares, each with a par value of US$0.05 per share.